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RUBY MILLS LTD.

01 October 2026 | 03:54

Industry >> Textiles - Composite Mills

Select Another Company

ISIN No INE301D01026 BSE Code / NSE Code 503169 / RUBYMILLS Book Value (Rs.) 205.16 Face Value 5.00
Bookclosure 17/09/2026 52Week High 522 EPS 13.03 P/E 38.36
Market Cap. 1670.83 Cr. 52Week Low 169 P/BV / Div Yield (%) 2.44 / 0.50 Market Lot 1.00
Security Type Other

AUDITOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2026-03 

We have audited the accompanying Standalone Financial Statements of The Ruby Mills Limited (“the Company”),
which comprise the Standalone Balance Sheet as at March 31, 2026, the Standalone Statement of Profit and Loss
(including Other comprehensive Income), Standalone statement of changes in equity and Standalone statement
of cash flows for the year then ended and notes to the Standalone Financial Statements, including a summary of
material accounting policies and other explanatory information (hereinafter referred to as “ Standalone Financial
Statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid
Standalone 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 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 as at
March 31, 2026, the profit and other 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 Standalone 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 Standalone 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 Standalone
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 Standalone
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
Standalone Financial Statements of the current period. These matters were addressed in the context of our audit
of the Standalone 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.

Sr.

No.

Key Audit Matters

How the matter was addressed in our audit

1.

Information Technology (IT) Systems and controls
over financial reporting.

Our audit procedures included the following:

During the FY 2022-23 Company has migrated to
a new Enterprise Resource Planning (ERP) system
for some of its processes. The Company, thus, uses
different IT systems for different functions and
processes;

- Performing a walk-through of the new ERP
system for the processes for which it was
implemented;

Sr.

No.

Key Audit Matters

How the matter was addressed in our audit

Financial accounting and reporting systems are
fundamentally 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 IT
environment 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 financial
reporting is identified as a KAM.

- Assessment of design and implementation of
the Company's control over the different IT
systems especially those related to financial
reporting;

- Evaluated the operating effectiveness of IT
general 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 wherever
implemented for proper financial accounting
and reporting;

- Performed inquiry procedures with the IT team
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 IT
application controls in the key processes
impacting financial reporting of the Company;

- Assessed the operating effectiveness of controls
relating to data transmission through the
different IT systems to the financial reporting
systems;

- Extending scope of our substantive audit
procedures, wherever manual controls are being
used to integrate the various IT systems which
affect financial reporting.

2

Development agreement / settlement agreement

Audit procedures followed by us include:

- In an earlier year, the Company entered into
a Development 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; During
the year the same was terminated through the
settlement agreement via mediation.

- We identified DA/SA as a KAM since:

- As per the DA, cost of construction incurred by
the Company for the development of property
covered under the DA agreement is reimbursed
by developer. The Company has incurred huge
amount of expenses and borrowings for the
Construction of the property which has resulted
in the significant amount receivable from the
developer;

- Understanding of the arrangement entered for
Development of the property and of various
terms of DA and amendments thereto;

- Co-relation of terms of DA with entries made
in the books of account by the Company for
accounting of income and amounts receivable
from the developer;

- Review of procedures followed / steps taken by
the Company / developer for obtaining approval
from the competent authorities;

Sr.

No.

Key Audit Matters

How the matter was addressed in our audit

- The amount receivable from the developer
represents a major portion of the total assets of
the Company;

- Recoverability of the said amount is based on
market demand since Occupancy (OC) for all
floors was received only in FY 2021-22;

- During the year settlement agreement executed
via mediation and settlement effected by
determining the share of the developer in terms
of area in the unsold areas by handing over
same to the developer.

- Refer Note No. 13 and 21 to the accompanying
Standalone Financial Statements.

- Review of legal opinion/s taken by the Company
and decision taken on that basis or management
judgements / estimates for outcome of disputes
arising on account of DA;

- Obtaining of balance confirmation from
developer at each period end / year end;

- Assessment of recoverability of outstanding
amount from developer based on:

o Valuation determined by the management
based on the market trend and most recent sale
transaction for the sale of property; and

o Sharing arrangement entered between the
Company and developer for sharing of gross
revenue arising from the property/ Tower
covered under DA.

o Understanding the arrangement via settlement
agreement to determine the effects on the
recognition, measurement, presentation
and disclosure in the Standalone financial
statements.

o Review of legal opinions taken by the company
and decision taken on that basis or management
judgements/ estimates for effect of the
said settlement via mediation under various
applicable laws & regulations.

3

Litigations, Provisions and Contingent Liabilities

Audit procedures followed by us include:

The Company has various pending litigations which
include 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 Note No. 35 and 56(a) to the accompanying
Standalone Financial Statements.

- Obtaining from the management, details of
matter under dispute including ongoing and
completed litigations and outstanding demands
for the year ended March 31, 2026;

- Evaluation and testing of the design of internal
controls 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, external
legal opinions / consultations by management
for key legal disputes;

- Discussing with appropriate senior management
and evaluating management's underlying key
assumptions in estimating the likely demand/
possible outcome of the various litigations.

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

The Company's management and Board of Directors are responsible for 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 Report, but does not include the Standalone Financial Statements and
our auditor's report thereon.

Our opinion on the Standalone 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 Standalone 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 Standalone Financial Statements or our knowledge obtained during the course of
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 are
required 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 Standalone Financial Statements

The Company's Management and Board of Directors are responsible for the matters stated in Section 134(5) of
the Act with respect to the preparation of these Standalone 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, 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 Standalone
Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud
or error.

In preparing the Standalone Financial Statements, Management and Board of Directors are 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 Responsibilities for the Audit of the Standalone Financial Statements

1. Our objectives are to obtain reasonable assurance about whether the Standalone 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 aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these Standalone Financial Statements.

2. 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 Standalone 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 Companies Act, 2013,
we are also responsible for expressing our opinion on whether the Company has adequate internal financial
controls with reference to Standalone Financial Statements 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 and the Board of Directors;

• Conclude on the appropriateness of Management and Board of Directors use of the going concern basis of
accounting in preparation of Standalone Financial Statements 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 Standalone 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 Standalone Financial Statements, including
the disclosures, and whether the Standalone Financial Statements represent the underlying transactions
and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the Standalone Financial Statements that, individually or
in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the
Standalone 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 Standalone Financial Statements;

3. 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.

4. 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.

5. From the matters communicated with those charged with governance, we determine those matters that were
of most significance in the audit of the Standalone 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 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 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 paragraph 2(g)(vi) below
on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014;

(c) The Standalone Balance Sheet, the Standalone Statement of Profit and Loss (including other comprehensive
income), the Standalone Statement of Changes in Equity, and the Standalone Statement of Cash Flow
dealt with by this report are in agreement with the relevant books of account;

(d) In our opinion, the aforesaid Standalone Financial Statements comply with the Indian Accounting Standards
specified under Section 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, 2026 taken on
record by the Board of Directors, none of the directors is 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 with reference to Standalone Financial
Statements of 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 Standalone Financial Statements;

(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, 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 Standalone
Financial Statements - Refer Note 56(a) to the Standalone 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 has been no delay in transferring amounts, 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 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, 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, 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 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. The Final dividend proposed in the previous year, declared and paid by the Company during the year
is in accordance with Section 123 of the Act, as applicable.

As stated in Note No. 24.2 of the Standalone financial statements, the Board of Directors 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. The reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is applicable from
April 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, 2026,
which has a feature of recording audit trail of each and every transaction creating an edit log of each
change made in the books of account along with the date when such changes were made within such
accounting 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
our examination which included test checks except in case of inventory module the company has
preserved the audit trial (edit logs) for the transactions recorded in previous years.

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, 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 C N K & Associates LLP

Chartered Accountants
Firm Registration No. 101961W/W100036

Rajesh Mody

Partner

Date: 28th May, 2026 Membership No.: 047501

Place: Mumbai UDIN:26047501TSBFOH8171