We have audited the accompanying financial statements of PASARI SPINNING 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
Changes in Equity and the Statement of Cash flows 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 ('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, ("Ind AS") and other
accounting principles generally accepted in India, of the state of affairs of the Company as at
March 31,2025 its Profit and other comprehensive income, its 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 specified under
section 14(10) of the Companies Act, 2013.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 together with the ethical
requirements that are relevant to our audit of the financial statements under the provisions of
the Act and the rules thereunder, and we have fulfilled our other ethical responsibilities in
accordance with these requirements and the code of ethics.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.

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.

We have determined that there are no key audit matters to communicate in our report.

EMPHASIS OF MATTER PARAGRAPH:

Emphasis of matter paragraphs are those matters that is of such importance that it is
fundamental to users' understanding of the financial statements or as appropriate any other
matter that is relevant to users' understanding of the audit, the auditor's responsibilities or
the auditor's report.

1. We draw attention to Note No. 3 - Property, Plant and Equipment to the Financial
Statements, wherein the Company has carried all assets at their nominal values and no
revaluation was conducted to reassess their fair value or current condition.

2. We draw attention to Note No. 15(a) - Provisions of the Financial Statements to the
Financial Statements, wherein the Company has not paid property tax since the financial year
2019 - 2020. The Company has, however, created an estimated provision of Rs. 15.87 lakhs
towards this liability.

3. We draw attention to Note No. 25- Other Disclosures of the Notes to the Financial
Statements wherein the Company has provided for an amount of Rs. 63.90 Lakhs owing to
non-progress of the legal dispute with the Cotton Corporation of India Limited. Further the
balance litigated amount of Rs.639.22 lakhs has been disclosed as Contingent Liability.

4. Pursuant to Section 134 of the Companies Act, 2013 the Financial Statements of the
Company must be signed by any two directors (one of whom shall be the Managing
Director), the Chief Executive Officer, the Chief Financial Officer and the Company Secretary
of the Company, wherever they are appointed. However, it is observed that the Chief
Financial Officer has not signed the Financial Statements of the Company.

OUR OPINION IS NOT QUALIFIED IN RESPECT OF THE ABOVE MATTERS:

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

The Company's Board of Directors is responsible for the other information. The other
information comprises the information included in the Board's Report including Annexure to
Board's Report, Business Responsibility 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 on the other information that we obtained prior to
the date of this auditor's report, we conclude that there is a material misstatement of this
other information; we are required to report that fact. We have nothing to report in this
regard. When we read the Management Discussion and Analysis and Board of Directors'
Report along with its Annexure, if we conclude that there is a material misstatement therein,
we are required to communicate the matter to those charged with governance and describe
actions applicable under the applicable laws and regulations.

MANAGEMENT'S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS:

The Company's 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 accounting
principles generally accepted in India, including the accounting standards specified under
section 133 of the Act.

This responsibility also includes maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding 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 statement
that give a true and fair view and are free from material misstatement, whether due to fraud
or error.

In preparing the Financial Statements, 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 Management either
intends to liquidate the Company or to cease operations, or has no realistic alternative but to
do so. That Board of Directors is also responsible for overseeing the Company's financial
reporting process.

AUDITOR'S RESPONSIBILITIES 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 SAs, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:

1. 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 over ride of internal control.

2. Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances. Under section 143(3)(i) of the
Companies Act, 2013, we are also responsible for expressing our opinion on whether the
Company has adequate internal financial controls system in place and the operating
effectiveness of such controls.

3. Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by Management.

4. 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 it is concluded that a material uncertainty exists, the auditor
must highlight the related disclosures in the financial statements within the auditor's report,
or, where such disclosures are inadequate, modify the opinion accordingly. 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 going concern.

5. 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 are on ably knowledgeable
user of the financial statements maybe 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 the Companies (Auditor's Report) Order, 2016 ("the Order"), issued by the
Central Government of India in terms of sub-section (11) of section 143 of the Companies Act,
2013, we give in the Annexure "A", a statement on the matters specified in paragraphs 3 and
4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, based on our audit of the financial statements, 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 cash flow statement 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 specified under section 133 of the Act read with the 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) 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". Our report expresses an unmodified opinion on the adequacy and operating
effectiveness of the Company's internal financial controls over financial reporting.

g) 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, 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
financial statements -Refer Note 23(iii) to the financial statements.

ii) The Company did not have any long-term contracts including derivative contracts for
which there were any material foreseeable losses; and

iii) There is no requirement of transferring the amounts, to the Investor Education and
Protection Fund by the Company.

iv) a) The Management has represented to us 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 person or
entity, 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 to us, that, to the best of its knowledge and belief no
funds have been received by the Company from any person or entity, 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.

c) Based on the information and explanation given to us and audit procedures performed as
considered reasonable and appropriate in the circumstances, nothing has come to our notice
that has caused us to believe that the representations made by the Management under sub¬
clause (a) and (b) as above, contain any material misstatement.

v) The Company has not declared any dividend during the previous and current year.

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. 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.

3. 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 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 year is in accordance with the provisions of section 197
of the Act.

for Rao & Emmar
Chartered Accountants
Firm Registration Number: 003084S

B J Praveen
Partner

Membership Number: 215713
UDIN: 25215713BMJHRG3458
04.07.2025
Bangalore