We have audited the standalone financial statements of
Usha Martin Limited ("the Company”), which comprise
the Balance Sheet as at March 31, 2026, the Statement
of Profit and Loss, including the statement of Other
Comprehensive Income, the Cash Flow Statement and the
Statement of Changes in Equity for the year then ended,
and notes to the standalone financial statements, including
a summary of material accounting policies and other
explanatory information in which are included the financial
statements of Usha Martin Employees Welfare Trust which
have been audited by the other auditor for the year ended
on that date.

In our opinion and to the best of our information and
according to the explanations given to us and based on
the consideration of report of other auditor on separate
financial statements and on the other financial information
of the Usha Martin Employees Welfare Trust, the aforesaid
standalone financial statements give the information
required by the Companies Act, 2013, as amended ("the
Act”) in the manner so required and give a true and fair
view in conformity with the accounting principles generally
accepted in India, of the state of affairs of the Company as
at March 31, 2026, its profit including other comprehensive
income, its cash flows and the changes in equity 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), as 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 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 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 standalone
financial statements.

Emphasis of Matter

We draw attention to Note 38 (a) and 38 (b) regarding the
attachment of certain land parcels at Ranchi in connection
with sale of iron ore fines in prior years aggregating Rs.
19,037 Lakhs allegedly made in contravention of terms of
the mining lease. Proceedings initiated by Enforcement of
Directorate (ED) and Central Bureau of Investigation (CBI)
are ongoing under the provisions of Prevention of Money
Laundering Act, 2002 (PMLA), Prevention of Corruption
Act, 1988 and the Indian Penal Code, 1860 against the
Company and certain Company personnel in relation
to matters as detailed in the said note. Management's
response on these proceedings is also detailed in the said
note. Pending final outcome of the on-going proceedings
and basis management's assessment, no adjustment to
these standalone financial statements in this regard have
been considered necessary by the management.

Our opinion 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 standalone financial statements for the
financial year ended March 31, 2026. 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. For each matter below, our description of how our
audit addressed the matter is provided in that context.

We have determined the matters described below to be
the key audit matters to be communicated in our report.
We have fulfilled the responsibilities described in the
Auditor's responsibilities for the audit of the standalone
financial statements section of our report, including in
relation to these matters. Accordingly, our audit included
the performance of procedures designed to respond to
our assessment of the risks of material misstatement of
the standalone financial statements. The results of our
audit procedures, including the procedures performed
to address the matters below, provide the basis for
our audit opinion on the accompanying standalone
financial statements.

that give a true and fair view of the financial position,
financial performance including other comprehensive
income, cash flows and changes in equity 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 accounting policies; making judgments and
estimates that are reasonable and prudent; and the 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 management 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

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 the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis
of these standalone 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 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 control 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 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 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 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.

• Obtain sufficient appropriate audit evidence regarding
the financial information of the Company of which we
are the independent auditors to express an opinion on
the standalone financial statements. We are responsible
for the direction, supervision and performance of the
audit of the financial statements of the components
which have been audited by us. For the Usha Martin
Employees Welfare Trust included in the standalone

financial statements, which have been audited by other
auditor, such other auditor remain responsible for the
direction, supervision and performance of the audits
carried out by them. We remain solely responsible for
our audit opinion.

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 standalone financial
statements for the financial year ended March 31, 2026
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.

Other Matter

We did not audit the financial statements and other
financial information, in respect of Usha Martin Employees
Welfare Trust, whose financial statements include total
assets of Rs. 1,306 lakhs as at March 31, 2026, and total
revenues of Rs. Nil and net cash outflows of Rs. 0.65
lakhs for the year ended on that date. These financial
statements and other financial information of the Usha
Martin Employees Welfare Trust have been audited by
other auditor, whose financial statements, other financial
information and auditor's report have been furnished to
us by the management. Our opinion on the standalone
financial statements, in so far as it relates to the amounts
and disclosures included in respect of Usha Martin
Employees Welfare Trust and our report on Other Legal
and Regulatory Requirements below is based solely on the
report of such other auditor. Our opinion is not modified in
respect of this matter.

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, we give in the "Annexure 1” a
statement on the matters specified in paragraphs 3
and 4 of the Order.

2. As required by Section 143(3) of the Act, we report, to
the extent applicable, 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 the
paragraph 2(j)(vi) below on reporting under Rule
11(g);

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

by this Report are in agreement with the books
of account;

(d) In our opinion, the aforesaid standalone financial
statements comply with the Accounting
Standards specified under Section 133 of the
Act, read with Companies (Indian Accounting
Standards) Rules, 2015, as amended;

(e) The matter described in Emphasis of Matter
paragraph above, in our opinion, may have
an adverse effect on the functioning of

the Company;

(f) 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;

(g) The modification relating to the maintenance of
accounts and other matters connected therewith
are as stated in paragraph 2(b) above on
reporting under Section 143(3)(b) and paragraph
2(j)(vi) below on reporting under Rule 11(g);

(h) With respect to the adequacy of the internal
financial controls with reference to these
standalone financial statements and the
operating effectiveness of such controls, refer
to our separate Report in "Annexure 2” to
this report;

(i) In our opinion, the managerial remuneration for
the year ended March 31, 2026 has been paid/
provided by the Company to its directors in
accordance with the provisions of section 197
read with Schedule V to the Act;

(j) 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 17, Note 30C(iii) and Note 38 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, as disclosed in the note 43(v) to
the standalone financial statements,
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, 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, as disclosed in the note 43(vi) to
the standalone financial statements,
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; and

c) Based on such audit procedures
performed 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 (a) and (b) contain any
material misstatement.

v. The final dividend paid by the Company
during the year in respect of the same
declared for the previous year is in
accordance with section 123 of the Act to
the extent it applies to payment of dividend.

As stated in note B of Statement of Changes
in Equity to 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 dividend declared
is in accordance with section 123 of the
Act to the extent it applies to declaration
of dividend.

vi. Based on our examination which included
test checks, 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 operated throughout the year
for all relevant transactions recorded in the
software except that, audit trail feature is
not enabled for certain changes which can
be made using privileged / administrative
access rights, as described in Note 41 to the
standalone financial statements. Further,

during the course of our audit we did not
come across any instance of audit trail
feature being tampered with, in respect of
accounting software where the audit trail
has been enabled. Additionally, the audit
trail of prior years has been preserved
by the Company as per the statutory
requirements for record retention to the
extent it was enabled and recorded in the
respective years.

For S.R. Batliboi & Co. LLP

Chartered Accountants

ICAI Firm Registration Number: 301003E/E300005

per Shivam Chowdhary

Partner

Membership Number: 067077

UDIN: 26067077LUKOJC9144

Place of Signature: Kolkata

Date: April 30, 2026