We have audited the accompanying financial statements of
Nitin Spinners Limited (“the Company”), which comprise the
Balance Sheet as at March 31, 2026, 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
ended on that date, and a summary of the material 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 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, 2026, the profit
and total comprehensive income, changes in equity and its 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 Companies Act, 2013 (“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 there under, 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. We have determined the matters described
below to be the key audit matters to be communicated in our report.

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 the information included in the Management
Discussion and Analysis, Board’s Report including Annexures
to Board’s Report, Corporate Governance and Shareholder’s
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 will 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 the other information as identified above, if
we conclude that there is a material misstatement therein,
we are required to communicate the matter to those charged
with governance.

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 Companies Act, 2013 (“the Act”)
with respect to the preparation of these financial statements
that give a true and fair view of the financial position, financial
performance, total comprehensive income, changes in equity
and cash flows of the Company in accordance with the Ind AS
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 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, 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 Board of Directors are 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:

• 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 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 the Companies (Auditor’s Report) Order,
2020 (“the Order”), issued by the Central Government of
India in terms of sub-section (11) of section 143 of the Act,
and according to the information & explanation given to
us, we give in the Annexure-1, 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:

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

b) In our opinion and to the best of our information and
according to the explanations given to us, proper
books of accounts as required by law have been
kept by the Company so far as 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
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 Rule 7 of the Companies
(Accounts) Rules, 2014.

e) On the basis of written representations received
from the directors, as on March 31, 2026 and taken
on record by the Board of Directors, none of the
Directors are disqualified as on March 31, 2026, 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
Annexure ‘II’ to this report.

g) With respect to the other matter 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.

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, 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 No. 33)

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

iii. There has been no delay in transferring
amounts which are required to be transferred
to the Investor Education and Protection Fund
by the Company.

iv. a. The Management has represented that,

to the best of its knowledge and belief, no
funds (which are material either individually
or in the aggregate) 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 entity (“Intermediaries”), with the
understanding, whether recorded in writing
or otherwise, that the Intermediary shall,
whether, directly or indirectly lend or invest
in other persons or entities identified in
any manner whatsoever by or on behalf of
the Company (“Ultimate Beneficiaries”) or
provide any guarantee, security or the like
on behalf of the Ultimate Beneficiaries.

b. The Management has represented, that,
to the best of its knowledge and belief, no
funds (which are material either individually
or in the aggregate) have been received
by the Company from any person or entity,
including foreign entity (“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 audit procedures that
have been considered reasonable and
appropriate in the circumstances, nothing
has come to our notice that has caused
us to believe that the representations
under sub-clause (i) and (ii) of Rule 11(e), as
provided under (a) and (b) above, contain
any material misstatement.

v. As stated in Note - 37 to the financial statements

a. The final dividend proposed in the previous
year, declared and paid by Company

during the year is in accordance with
section 123 of the act, as applicable.

b. The Board of Director of the company
have proposed final dividend for the year
which is subject to the approval of the
members at the ensuing Annual General
Meeting. The amount of dividend proposed
is in accordance with section 123 of the
Act, as applicable.

vi. Based on our examination which includes test
check, the company has used an accounting
software for maintaining its books of accounts
which has a feature of recording audit trail
(edit log) facility and the same has operated

throughout the year for all the 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.

For Kalani & Co LLP

Chartered Accountants
FRN:000722C/C400390

S.P. Jhanwar

Partner

Place: Bhilwara M. No. 074414

Date: 8th May, 2026 UDIN: 26074414KPLRJJ8673