We have audited the accompanying Standalone FinancialStatements of RSWM Limited ("the Company"), whichcomprise the Standalone Balance Sheet as at March 31, 2026,the Standalone Statement of Profit and Loss (including OtherComprehensive income), the Standalone Statement of CashFlows and Standalone Statement of Changes in Equity forthe year then ended, and notes to the Standalone FinancialStatements, including a summary of the material accountingpolicies and other explanatory information (herein afterreferred to as "Standalone Financial Statements").
In our opinion and to the best of our information and accordingto the explanations given to us, the aforesaid StandaloneFinancial Statements give the information required by theCompanies Act, 2013 (the "Act") in the manner so requiredand give a true and fair view in conformity with the IndianAccounting Standards prescribed under section 133 of theAct read with the Companies (Indian Accounting Standards)Rules, 2015, as amended, ("Ind AS") and other accountingprinciples generally accepted in India, of the state of affairs ofthe Company as at March 31, 2026, and the profit (includingother comprehensive income), changes in equity and its cashflows for the year ended on that date.
Basis for Opinion
We conducted our audit of the standalone financial statementsin accordance with the Standards on Auditing (SAs) specifiedunder Section 143(10) of the Act. Our responsibilities underthose SAs are further described in the"Auditor's Responsibilitiesfor the Audit of the Standalone Financial Statements" sectionof our report. We are independent of the Company inaccordance with the Code of Ethics issued by the Institute ofChartered Accountants of India (ICAI) together with the ethicalrequirements that are relevant to our audit of the StandaloneFinancial Statements under the provisions of the Act and theRules made thereunder, and we have fulfilled our other ethicalresponsibilities in accordance with these requirements andthe ICAI's Code of Ethics. We believe that the audit evidence
obtained by us is sufficient and appropriate to provide a basisfor our audit opinion on the standalone financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professionaljudgment, were of most significance in our audit of thestandalone financial statements of the current period. Thesematters were addressed in the context of our audit of thestandalone financial statements as a whole, and in forming ouropinion thereon, and we do not provide a separate opinion onthese matters.
We have determined that there are no key audit matters to becommunicated in our report.
Information Other than the Financial Statements andAuditor's Report Thereon
The Company's Board of Directors is responsible for the otherinformation. The other information comprises the informationincluded in the Management Discussion and Analysis, Board'sReport including Annexures to Board's Report, BusinessResponsibility Report, Corporate Governance and Shareholder'sInformation, but does not include the standalone financialstatements and our auditor's report thereon.
Our opinion on the standalone financial statements does notcover the other information and we do not express any form ofassurance conclusion thereon.
In connection with our audit of the standalone financialstatements, our responsibility is to read the other informationand, in doing so, consider whether the other information ismaterially inconsistent with the standalone financial statementsor our knowledge obtained in the audit or otherwise appearsto be materially misstated.
If, based on the work we have performed, we conclude thatthere is a material misstatement of this other information, weare required to report that fact. We have nothing to report inthis regard.
Responsibilities of Management and Board of Directors forthe Standalone Financial Statements
The Company's Management and Board of Directors isresponsible for the matters stated in Section 134(5) of the Actwith respect to the preparation of these standalone financialstatements that give a true and fair view of the financialposition, financial performance including other comprehensiveincome, changes in equity and cash flows of the Company inaccordance with the accounting principles generally acceptedin India, including the Indian Accounting Standards (Ind AS)specified u/s 133 of the Act. This responsibility also includesmaintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding of the assetsof the Company and for preventing and detecting frauds andother irregularities; selection and application of appropriateaccounting policies; making judgments and estimates thatare reasonable and prudent; and design, implementationand maintenance of adequate internal financial controls,that were operating effectively for ensuring the accuracyand completeness of the accounting records, relevant to thepreparation and presentation of the standalone financialstatements that give a true and fair view and are free frommaterial misstatement, whether due to fraud or error.
In preparing the standalone financial statements, managementis responsible for assessing the Company's ability to continueas a going concern, disclosing, as applicable, matters related togoing concern and using the going concern basis of accountingunless management either intends to liquidate the Company orto cease operations, or has no realistic alternative but to do so.
The Board of Directors are also responsible for overseeing theCompany's financial reporting process.
Auditor's Responsibilities for the Audit of the StandaloneFinancial Statements
Our objectives are to obtain reasonable assurance aboutwhether the standalone financial statements as a whole arefree from material misstatement, whether due to fraud orerror, and to issue an auditor's report that includes our opinion.Reasonable assurance is a high level of assurance, but is nota guarantee that an audit conducted in accordance with SAswill always detect a material misstatement when it exists.Misstatements can arise from fraud or error and are consideredmaterial if, individually or in the aggregate, they couldreasonably be expected to influence the economic decisionsof users taken on the basis of these standalone financialstatements.
As part of an audit in accordance with SAs, we exerciseprofessional judgment and maintain professional skepticismthroughout the audit. We also:
• Identify and assess the risks of material misstatement ofthe standalone financial statements, whether due to fraudor error, design and perform audit procedures responsiveto those risks, and obtain audit evidence that is sufficientand appropriate to provide a basis for our opinion. Therisk of not detecting a material misstatement resultingfrom fraud is higher than for one resulting from error, asfraud may involve collusion, forgery, intentional omissions,misrepresentations, or the override of internal control.
• Obtain an understanding of internal financial controlrelevant to the audit in order to design audit proceduresthat are appropriate in the circumstances. Under Section143(3)(i) of the Act, we are also responsible for expressingour opinion on whether the Company has adequateinternal financial controls system in place and the operatingeffectiveness of such controls.
• Evaluate the appropriateness of accounting policies usedand the reasonableness of accounting estimates andrelated disclosures made by management.
• Conclude on the appropriateness of management's useof the going concern basis of accounting and, basedon the audit evidence obtained, whether a materialuncertainty exists related to events or conditions that maycast significant doubt on the ability of the Company tocontinue as a going concern. If we conclude that a materialuncertainty exists, we are required to draw attention in ourauditor's report to the related disclosures in the standalonefinancial statements or, if such disclosures are inadequate,to modify our opinion. Our conclusions are based on theaudit evidence obtained up to the date of our auditor'sreport. However, future events or conditions may cause theCompany to cease to continue as a going concern.
• Evaluate the overall presentation, structure and contentof the standalone financial statements, including thedisclosures, and whether the standalone financialstatements represent the underlying transactions andevents in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in thestandalone financial statements that, individually or inaggregate, makes it probable that the economic decisions ofa reasonably knowledgeable user of the financial statementsmay be influenced. We consider quantitative materiality andqualitative factors in (i) planning the scope of our audit workand in evaluating the results of our work; and (ii) to evaluatethe effect of any identified misstatements in the standalonefinancial statements.
We communicate with those charged with governanceregarding, among other matters, the planned scope andtiming of the audit and significant audit findings, includingany significant deficiencies in internal control that we identifyduring our audit.
We also provide those charged with governance with astatement that we have complied with relevant ethicalrequirements regarding independence, and to communicatewith them all relationships and other matters that mayreasonably be thought to bear on our independence, andwhere applicable, related safeguards.
From the matters communicated with those charged withgovernance, we determine those matters that were of mostsignificance in the audit of the standalone financial statementsof the current period and are therefore the key audit matters.We describe these matters in our auditor's report unless lawor regulation precludes public disclosure about the matteror when, in extremely rare circumstances, we determine thata matter should not be communicated in our report becausethe adverse consequences of doing so would reasonably beexpected to outweigh the public interest benefits of suchcommunication.
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 ofIndia in terms of sub-section (11) of Section 143 of the Act,we give in the "Annexure A" a statement on the mattersspecified in paragraphs 3 and 4 of the Order, to the extentapplicable.
2. As required by Section 143(3) of the Act, based on our auditwe report that:
a) We have sought and obtained all the information andexplanations which to the best of our knowledge andbelief were necessary for the purposes of our audit.
b) In our opinion, proper books of account as required bylaw have been kept by the Company so far as it appearsfrom our examination of those books (read with ourcomment on audit trail in paragraph 2 (i)(vi) below).
c) The Balance Sheet, the Statement of Profit and Lossincluding other comprehensive income, the Statementof Changes in Equity and the Statement of Cash Flowsdealt with by this Report are in agreement with thebooks of account.
d) In our opinion, the aforesaid standalone financialstatements comply with the Indian AccountingStandards specified under Section 133 of the Act.
e) On the basis of the written representations receivedfrom the directors as on March 31,2026 taken on recordby the Board of Directors, none of the directors isdisqualified as on March 31,2026 from being appointedas a director in terms of Section 164 (2) of the Act.
f) With respect to the maintenance of accounts and othermatters connected therewith, reference is made to ourremarks in paragraph 2 i) (vi) below on reporting underRule 11(g) of the Rules.
g) With respect to the adequacy of the internal financialcontrols with reference to Standalone financialstatement of the Company and the operatingeffectiveness of such controls, refer to our separateReport in "Annexure B". Our report expresses anunmodified opinion on the adequacy and operatingeffectiveness of the Company's internal financialcontrols with reference to Standalone FinancialStatement.
h) With respect to the other matters to be included in theAuditor's Report in accordance with the requirementsof section 197(16) of the Act, as amended:
In our opinion and to the best of our informationand according to the explanations given to us, theremuneration paid by the Company to its directorsduring the year is in accordance with the provisions ofsection 197 of the Act.
i) With respect to the other matters to be included inthe Auditor's Report in accordance with Rule 11 ofthe Companies (Audit and Auditors) Rules, 2014, inour opinion and to the best of our information andaccording to the explanations given to us:
i. The Company has disclosed the impact of pendinglitigations on its financial position in its standalonefinancial statements - Refer Note No. 37A and 46 tothe standalone financial statements;
ii. The Company has made provision, as requiredunder the applicable law or Indian accountingstandards, for material foreseeable losses, if any, onlong-term contracts including derivative contracts;and
iii. There has been no delay in transferring amounts,required to be transferred, to the Investor Educationand Protection Fund by the Company during theyear ended March 31,2026.
iv. (a) The Management has represented that, to thebest of its knowledge and belief, no funds havebeen advanced or loaned or invested (either from
borrowed funds or share premium or any othersources or kind of funds) by the Company to orin any other person or entity, including foreignentity ("Intermediaries"), with the understanding,whether recorded in writing or otherwise, that theIntermediary shall, whether, directly or indirectlylend or invest in other persons or entities identifiedin any manner whatsoever by or on behalf of theCompany ("Ultimate Beneficiaries") or provide anyguarantee, security or the like on behalf of theUltimate Beneficiaries.
(b) The Management has represented, that, to the bestof its knowledge and belief, no funds have beenreceived by the Company from any person or entity,including foreign entity ("Funding Parties"), withthe understanding, whether recorded in writingor otherwise, that the Company shall, whetherdirectly or indirectly, lend or invest in other personsor entities identified in any manner whatsoeverby or on behalf of the Funding Party ("UltimateBeneficiaries") or provide any guarantee, security orthe like on behalf of the Ultimate Beneficiaries.
(c) Based on the audit procedures that have beenconsidered reasonable and appropriate in thecircumstances, nothing has come to our notice that
has caused us to believe that the representationsunder sub-clause (i) and (ii) of the rule 11(e), asprovided under (a) and (b) above, contain anymaterial misstatement.
v. The Company has not declared or paid dividendduring the year, accordingly the provisions ofsection 123 of the Companies Act, 2013 are notapplicable.
vi. Based on our examination which included testchecks and representations received from themanagement, the Company has used accountingsoftware for maintaining its books of account,which have a feature of recording audit trail (editlog) facility and has been operated for all relevantfinancial transactions recorded in the softwareexcept audit trail was enabled at database levelw.e.f 23rd April 2025.
For the periods wherever audit trail (edit log) facilitywas enabled and operated throughout the year for therespective accounting software, we did not come acrossany instance of the audit trail feature being tampered withand the audit trail has been preserved by the Company asper the statutory requirements for record retention.
For Lodha & Co LLP
Chartered AccountantsFRN : 301051E/E300284
Gaurav Lodha
Partner
Place : Fort Songadh, Surat M. No. 507462
Date : May 06, 2026 UDIN: 26507462GXJJQZ2081