| We have audited the accompanying financial statements of The Ruby Mills Limited (“the Company”), which comprisethe balance sheet as at March 31, 2025, the statement of Profit and Loss (including Other comprehensive Income),
 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 aforesaidfinancial 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 the
 accounting principles generally accepted in India, of the state of affairs of the Company (financial position) as at
 March 31, 2025, the profit and total Comprehensive Income (financial performance), changes in equity and its cash
 flows for the year ended on that date.
 
 Basis for OpinionWe conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) ofthe 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 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 MattersKey audit matters are those matters that, in our professional judgment, were of most significance in our auditof 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
 
| S r .No.
 | Key Audit Matters | How the matter was addressed in our audit |  
|  | Information Technology (IT) Systems and controlsover financial reporting.
 | Our audit procedures included the following: -    Performing a walk-through of the new ERPsystem for the processes for which it was
 implemented;
 -    Assessment of design and implementationof the Company's control over the different
 IT systems especially those related to
 financial reporting;
 -    Evaluated the operating effectiveness of ITgeneral controls, including the existence,
 completeness on an audit trail (edit log),
 over program development and changes,
 access to program and data and IT
 operations;
 -    Assessment of manual controls whereverimplemented for proper financial
 accounting and reporting;
 -    Performed inquiry procedures with the ITteam of the Company in respect of the
 overall security architecture and any key
 threats addressed by the Company in the
 current year;
 -    Evaluated the operating effectiveness of ITapplication controls in the key processes
 impacting financial reporting of the
 Company;
 -    Assessed the operating effectiveness ofcontrols relating to data transmission
 through the different IT systems to the
 financial reporting systems;
 -    Extending scope of our substantive auditprocedures, wherever manual controls
 are being used to integrate the various IT
 systems which affect financial reporting.
 |  
|  | During the FY 2022-23 Company has migrated toa new Enterprise Resource Planning (ERP) system
 for some of its processes. The Company, thus, uses
 different IT systems for different functions and
 processes;
 Financial accounting and reporting systems arefundamentally reliant on IT systems and IT controls,
 including the existence, completeness on an audit
 trail (edit log), to process significant transaction
 volumes, specifically with respect to revenue and raw
 material consumption. Also, due to large transaction
 volumes and the increasing challenge to protect the
 integrity of the Company's systems and data, cyber
 security has become more significant;
 Since the new ERP system is not fully implemented,manual intervention is also required for financial
 accounting and reporting for which proper control
 is required;
 Automated accounting procedures and ITenvironment controls, which include IT governance,
 IT general controls over program development
 and changes, access to program and data and IT
 operations, IT application controls and interfaces
 between IT applications are required to be designed
 and to operate effectively to ensure accurate
 financial reporting;
 Therefore, IT system and controls over financialreporting is identified as a KAM.
 |  
| 2 | Development agreement In an earlier year, the Company entered into aDevelopment Agreement (“DA”) with a developer
 whereby the Company granted the development
 rights to develop a Tower (“Development Rights”)
 on 12,204 square meters out of its Freehold Land
 at Dadar;
 We identified DA as a KAM since: As per the DA, cost of construction incurred by theCompany for the development of property covered
 under the DA agreement is reimbursed by developer.
 The Company has incurred huge amount of expenses
 (Including Finance Cost)and borrowings for the
 Construction of the property which has resulted in
 the significant amount receivable from the developer;
 | Audit procedures followed by us include: •    Understanding of the arrangement entered forDevelopment of the property and of various
 terms of DA and amendments thereto;
 •    Co-relation of terms of DA with entries madein the books of account by the Company for
 accounting of income and amounts receivable
 from the developer;
 •    Review of procedures followed / steps takenby the Company / developer for obtaining
 approval from the competent authorities;
 •    Review of legal opinion/s taken by the Companyand decision taken on that basis or management
 judgements / estimates for outcome of disputes
 arising on account of DA;
 |  Information Other than the Financial Statements and Auditor’s Report ThereonThe Company's management and Board of Directors are responsible for the other information. The otherinformation comprises the information included in the Management Discussion and Analysis, Director's Report
 
|  | The amount receivable from the developerrepresents a significant portion of the total assets of
 the Company;
 Recoverability of the said amount is based onmarket demand since Occupancy Certificate (OC)
 for all floors was received only in FY 2021-22;and
 alsosuccessful settlement and closure of the DA.
 Refer Note No. 13 and 21 to the accompanyingfinancial statements.
 | •    Obtaining of balance confirmation fromdeveloper at each period end / year end;
 •    Assessment of recoverability of outstandingamount from developer based on:
 •    Valuation determined by the managementbased on the market trend and most recent sale
 transaction for the sale of property; and
 •    Sharing arrangement entered between theCompany and developer for sharing of gross
 revenue arising from the property/ Tower
 covered under DA.
 |  
| 3 | Litigations, Provisions and Contingent Liabilities The Company has various pending litigations whichinclude litigation on account of Income Tax, Indirect
 Taxes, real estate and related activities, FEMA etc.
 the outcome of which is uncertain and requires
 significant judgement;
 Refer NoteNo. 35 and 57(a) to the accompanyingfinancial statements
 | Audit procedures followed by us include: •    Obtaining from the management, details ofmatter under dispute including ongoing and
 completed litigations and outstanding demands
 for the year endedMarch 31, 2025;
 •    Evaluation and testing of the design of internalcontrols followed by the Company relating to
 litigations, open tax positions for direct and
 indirect taxes and other matters and process
 followed to decide provisioning for the said
 liabilities or disclosure as Contingent Liabilities;
 •    Reading orders, key correspondence, externallegal opinions / consultations by management
 for key legal disputes;
 •    Discussing with appropriate senior managementand evaluating management's underlying key
 assumptions in estimating the likely demand/
 possible outcome of the various litigations.
 |  Information Other than the Financial Statements and Auditor’s Report ThereonThe Company's management and Board of Directors are responsible for the other information. The otherinformation comprises the information included in the Management Discussion and Analysis, Director's Report
 including Annexures to Director's Report, Corporate Governance 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 will not express any formof assurance conclusion thereon.
 In connection with our audit of the financial statements, our responsibility is to read the other informationidentified 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 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 therein, we arerequired to communicate the matter to those charged with governance. We have nothing to report in this
 regard.
 Responsibilities of Management and Those Charged with Governance for the Financial StatementsThe Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respectto 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 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 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 and Board of Directors are responsible for assessing theCompany'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 Responsibilities for the Audit of the Financial Statements1.    1. Our objectives are to obtain reasonable assurance about whether the financial statements as awholearefree from material misstatement, whether due to fraud or error, and to issue an auditor's reportthat
 includes our opinion
 Reasonable assurance is a high level of assurance but is not aguaranteethat an audit conducted inaccordance 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 aggregate, they could reasonably be
 expected to influence the economic decisions of users taken on the basis of these financial statements..
 2.    As part of an audit in accordance with SAs, we exercise professional judgment and maintain professionalskepticism throughout the audit. We also:
 •    Identify and assess the risks of material misstatement of the financial statements, whether due to fraudor 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 auditprocedures 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 with reference to financial statements in place and the operating effectiveness of
 such controls;
 •    Evaluate the appropriateness of accounting policies used and the reasonableness of accountingestimates and related disclosures made by management;
 •    Conclude on the appropriateness of management's use of the going concern basis of accountingand, 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 thedisclosures, 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 inaggregate, 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;
 3.    We communicate with those charged with governance regarding, among other matters, the planned scopeand timing of the audit and significant audit findings, including any significant deficiencies in internal
 control that we identify during our audit.
 4.    We also provide those charged with governance with a statement that we have complied with relevantethical 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.
 5.    From the matters communicated with those charged with governance, we determine those matters thatwere 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 Requirements1.    As required by the Companies (Auditor's Report) Order, 2020 (“the Order”), issued by the CentralGovernment 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, we report that: (a)    We have sought and obtained all the information and explanations which to the best of our knowledgeand 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 asit appears from our examination of those books except for the matters stated in paragraph 2(g)(vi)
 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, theStatement 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 Accounting Standards specified underSection 133 of the Act read with Companies (Indian Accounting Standard) Rules, 2015 as amended;
 (e)    On the basis of the written representations received from the directors as on March 31, 2025 taken onrecord 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 with reference to financial statementsof the Company and the operating effectiveness of such controls, refer to our separate Report in
 “Annexure B”. Our report expresses modified opinion on the adequacy and operating effectiveness of
 the Company's internal financial controls with reference to financial statements;
 (g)    With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 ofthe 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 financialstatements - Refer Note56(a) to the financial statements;
 ii.    The Company did not have any long-term contracts including derivative contracts for which therewere any material foreseeable losses;
 iii.    The Company has not transferred a sum of Rs. 1,50,511 towards unclaimed dividend for theFinancialYear 2016-2017, as required to be transferred, to the Investor Education and Protection
 Fund by the Company. Based on information and explanation provided by the management the
 said delay is due to a technical issue on Website of Ministry of Corporate Affairs.
 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 premiumor 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 UltimateBeneficiaries;
 b)    The management has represented, that, to the best of its' knowledge and belief, no funds havebeen 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 such audit procedures that we have considered reasonable and appropriate inthe 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.    The Final dividend paid during the year in the previous year, declared and paid by the Company duringthe year is in accordance with Section 123 of the Act, as applicable
 As stated in Note No.24.2 of the financial statements, the Board of Directors of the Company haveproposed 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.    The reporting under Rule 11(g) of the Companies(Audit and Auditors) Rules, 2014 is applicable fromApril 01, 2023.
 As per the requirements of rule 3(1) of the Companies (Accounts Rules 2014)& based on our examination,which included test checks,except in the inventory module,the Company uses accounting software for
 maintaining its books of account for the financial year ended March 31,2025, which has a feature of
 recording audit trail (edit log) facility and same has been operated throughout the yearfor all relevant
 transactions recorded in the software. This feature of recording audit trail has operated throughout the
 year except for changes made through specific access and for direct database changes. Further, during
 the course of our audit we did not come across any instance of the audit trail feature being tampered
 with:
 As required under proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 and based on ourexamination which included test checks except in case of inventory module the company has preserved
 the audit trial (edit logs) for the transactions recorded during the financial year 2024-25.
 3. With respect to the matter to be included in the Auditors' Report under Section 197(16) of the Act: In our opinion and to the best of our information and according to the explanations given to us, theremuneration paid by the Company to its directors during the year is in accordance with the provisions
 of section 197 of the Act.
 For C N K & Associates LLPChartered Accountants Firm Registration No.101961W/W-100036 Rajesh Mody    Place : Mumbai Partner    Dated : 26th May, 2025 Membership No. 047501 UDIN: 25047501BMUKVJ5569  
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