We have audited the accompanying Financial
Statements of Simplex Mills Company Limited (“the
Company”), which comprise of the Balance Sheet as at
31st March 2025, the Statement of Profit and Loss
(including other comprehensive loss), the Statement of
Changes in Equity and 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 (hereinafter referred
to as “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 (“Ind AS”) prescribed
under section 133 of the Act and other accounting
principles generally accepted in India,

(a) in the case of the Balance Sheet, of the state of
affairs of the Company as at March 31,2025;

(b) in the case of the Statement of Profit and Loss
(including Other Comprehensive Loss), of the
Loss for the year ended on that date;

(c) in the case of the Statement of Changes in Equity,
of the changes in equity for the year ended on that
date; and

(d) in the case of the Cash Flow Statement, of the cash
flows for the year ended on that date.

Basis for 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 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 (“the 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 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
opinion on the Financial Statements.

Emphasis of matter

We draw attention to the following matters in the Notes
to the financial statements:

The Company has accumulated losses and its net worth
has been fully eroded. This situation, along with other
matters set forth in Note no. 27, indicate the existence of
an uncertainty that may cast doubt about the
Company’s ability to continue as a going concern.
However as informed by the management, the financial
statements of the Company have been prepared on a
going concern basis for the reason stated in the said
note.

Loans and Advances recoverable from a company
whose net worth is eroded are not impaired. However as
informed by the management and on the basis of
projections submitted to us, the management of the
Company, is of the view that the said advances are
recoverable.

Our conclusion is not modified in respect of this matter.
Key Audit Matters

Key audit matters are those matters that, in our
professional judgment, were of most significance in our
audit of the 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.

Information Other than the 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 of the information included in the
Management Discussion and Analysis, Draft Board’s
Report including Annexures to the said Board’s Report,
Corporate Governance and Shareholder’s Information,
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 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.

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
loss, changes in equity and cash flows of the Company
in accordance with the accounting principles generally
accepted in India, including the Indian Accounting
Standards (Ind AS) specified under section 133 of the
Act read with the Companies (Indian Accounting
Standards) Rules, 2015, as amended. This
responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of
the Act for safeguarding of the assets of the Company
and for preventing and detecting frauds and other
irregularities; selection and application of appropriate
implementation and maintenance of 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, 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.

The Company’s 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 Standards on Auditing
(“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:

• 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
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 management.

• Conclude on the appropriateness ol
management’s use of the going concern basis ol
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 (i) in 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, 2020 ("the Order"), issued by the Central
Government of India 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. 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 relating to preparation of the
aforesaid Financial Statements have been
kept so far as it appears from our examination
of those books.

c) The Balance Sheet, the Statement of Profit
and Loss including Other Comprehensive
Loss, the Statement of Changes in Equity and
the Cash Flow Statement 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.

e) On the basis of the written representations
received from the directors as on 31st March,
2025 taken on record by the Board of
Directors, none of the directors is disqualified
as on 31st 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 with reference to Financial
Statements 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 with
reference to Financials Statements.

g) With respect to the other matter to be included
in the Auditors’ Report in accordance with the

requirement of Section 197(16) of the Act, 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 read with
Schedule V to the Acts.

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:

i. The Company has disclosed the impact
of pending litigations on its financial
position in its Financial Statements in
Note 26 of the Financial Statements.

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

iii. There were no dues which were required
to be transferred to Investor Education
and Protection Fund by the company.

iv. (a) The management has represented

that, to the best of its knowledge
and belief, no funds 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 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 on
b e h a l f o f th e U l ti m a te
Beneficiaries.

(b) The management has represented
that, to the best of its knowledge
and belief, 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 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 on
b e h a l f o f th e U l ti m a te
Beneficiaries.

(c) 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
(i) and (ii) of rule 11 (e) , of the
Companies (Audit and Auditors)
Rules, 2014, as provided under
(iv)(a) and (iv)(b) contain any
material mis-statement.

v. The Company has not declared or paid
any dividend during the year and has not
proposed any dividend for the year.

vi. Based on our examination, which
includes test checks, it is observed that
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 been 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 the audit trail feature being
tampered with and the audit trail has
been preserved by the Company as per
the statutory requirements for record
retention.

For Khandelwal & Mehta LLP

Chartered Accountants
Firm Regn. No. W100084

S. L. Khandelwal
(Partner)
M. No.: 101388
Place: Mumbai
Date: 20th May, 2025
UDIN: 25101388BMNVNL9494