Auditor Report of Raghuvansh Agrofarms Ltd.

Mar 31, 2025

We have audited the accompanying Standalone financial statements of RAGHUVANSH
AGROFARMS LIMITED (“the company”), which comprises the Balance Sheet as at 31^st
March 2025, the Statement of Profit and Loss (including Other Comprehensive Income),
the Cash Flow Statement and the Statement of Changes in Equity (not present, Hence NOT
APPLICABLE) for the year then ended, and a summary of significant accounting policies
and other explanatory information.

Management''s Responsibility for the Standalone 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 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 Accounting Standards prescribed under Section 133 of the Act.

This responsibility also includes the maintenance of adequate accounting records in
accordance with the provision 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
control, 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.

Auditor''s Responsibility

Our responsibility is to express an opinion on these Standalone financial statements based
on our audit. In conducting our audit, we have taken into account the provisions of the Act,
the accounting and auditing standards and matters which are required to be included in
the audit report under the provisions of the Act and the Rules made thereunder. We
conducted our audit of the standalone financial statements in accordance with the
Standards on Auditing specified under Section 143(10) of the Act. Those Standards
require that we comply with ethical requirements and plan and perform the audit to
obtain reasonable assurance about whether the standalone financial statements are free
from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and
disclosures in the standalone financial statements. The procedures selected depend on the
auditor''s judgment, including the assessment of the risks of material misstatement of the
standalone financial statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal financial control relevant to the Company''s
preparation of the standalone financial statements that give a true and fair view, in order
to design audit procedures that are appropriate in the circumstances. An audit also
includes evaluating the appropriateness of accounting policies used and the
reasonableness of the accounting estimates made by Company''s Directors, as well as
evaluating the overall presentation of the standalone financial statements.

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

The balances of Loans and advances, Sundry Debtors, Sundry Creditors, Current Liabilities &
Provisions and other personal accounts are subject to confirmation and reconciliation, if any.
Our opinion is not qualified in respect of this matter.

Opinion

In our opinion and to the best of our information and according to the explanations
given to us, except for the effects/possible effects of the matter described in the basis of
emphasis matter in above paragraphs, the aforesaid standalone financial statements
give the information required by the Act in the manner so required and give a true and
fair view in conformity with the accounting principles generally accepted in India,

a) In the case of the Balance Sheet, of the state of affairs of the Company as at
31s^tMarch2025,

b) In the case of the Statement of Profit & Loss, of the Profit for the year ended on that
date;

c) In the case of the Cash Flow Statement, of the Cash flows for the year ended on that
date; and

d) In the case of the Income, of the Comprehensive Income for the year ended on that
date.

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020(‘the Order'') and
issued by the Central Government of India in terms of sub-section (11) of section
143 of the Act, we give in the Annexure A, a statement on the matters specified in
paragraphs 3 and 4 of the said 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 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;

c) The Balance Sheet, the Statement of Profit and Loss including 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) Except for the effects/possible effects of the matter described in the Basis of
Qualified Opinion Paragraph, the aforesaid standalone Financial Statements
comply with the Accounting Standards specified under Section 133 of the Act;

e) On the basis of written representations received from the directors as on 31
March, 2025 and taken on record by the Board of Directors, none of the directors
is disqualified as on 31 March, 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 over financial
reporting of the company and the operating effectiveness of such controls, refer
to our separate report in Annexure B, and

g) With respect to the other matter 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. We have been informed that the Company does not have any pending
litigation which would impact its financial position.

ii. We have been informed that the Company did not have any long-term
contracts including derivatives contracts for which there were any material
foreseeable losses.

iii. We have been informed that there were no amounts which required to be
transferred by the company to the Investor Education and Protection Fund

h) Based on our examination which included test checks, the Company, in respect of
financial year commencing on 1 April 2023, has used an accounting software for
maintaining its books of account which has a feature of recording audit trail (edit
log) facility and the same has been operated throughout the year for all 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. As
proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from
April 01, 2023.

On the basis of the written representations received from the directors as on
31march, 2025;

a) The management has represented that, to the best of it''s knowledge and belief,
other than as disclosed in the notes to the Accounts, 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,
other than as disclosed in the notes to the accounts, no funds have been received
by the company from any person(s) or entity (ies), including foreign entities
("Funding Parties''),n with the understanding, whether recorded in writing or
otherwise, that the company shall, whether, directly or indirectly, lend or invest
other persons or entities identified in any manner whatsoever by or on behalf of
the Funding Party ("Ultimate Beneficiaries") or provided any guarantee, security
or the like on behalf of the Ultimate Beneficiaries; and

c) Nothing has come to our notice that has caused us to believe that the
representations under sub-clause (a) and (b) contain any material mis¬
statement.

d) No dividend declared or paid during the year by the company is in compliance

with section 123 of the Companies Act, 2013

For KAMAL GUPTA ASSOCIATES
CHARTERED ACCOUNTANTS
(FRN. 000752C)

CA. NEHA AGARWAL
(PARTNER)

(MRN 406713)

Place: Kanpur

Date: 29/05/2025

UDIN: 25406713BMOQOH7620

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Mar 31, 2024

We have audited the accompanying Standalone financial statements of RAGHUVANSH AGROFARMS LIMITED (“the company”], which comprises the Balance Sheet as at 31^st March 2024, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity (not present, Hence NOT APPLICABLE) for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Standalone 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 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 Accounting Standards prescribed under Section 133 of the Act.

This responsibility also includes the maintenance of adequate accounting records in accordance with the provision 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 control, 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.

Auditor''s Responsibility

Our responsibility is to express an opinion on these Standalone financial statements based on our audit. In conducting our audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the standalone financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the standalone financial statements that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company’s Directors, as well as evaluating the overall presentation of the standalone financial statements.

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

The balances of Loans and advances, Sundry Debtors, Sundry Creditors, Current Liabilities & Provisions and other personal accounts are subject to confirmation and reconciliation, if any. Our opinion is not qualified in respect of this matter.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects/possible effects of the matter described in the basis of Qualified Opinion in above paragraphs, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India,

a] In the case of the Balance Sheet, of the state of affairs of the Company as at 31^stMarch2024,

b] In the case of the Statement of Profit & Loss, of the Profit for the year ended on that date;

c] In the case of the Cash Flow Statement, of the Cash flows for the year ended on that date; and

d] In the case of the Income, of the Comprehensive Income for the year ended on that date.

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report] Order, 2020(‘the Order’] and issued by the Central Government of India in terms of sub-section (11] of section 143 of the Act, we give in the Annexure A, a statement on the matters specified in paragraphs 3 and 4 of the said 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 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;

c] The Balance Sheet, the Statement of Profit and Loss including 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) Except for the effects/possible effects of the matter described in the Basis of Qualified Opinion Paragraph, the

aforesaid standalone Financial Statements comply with the Accounting Standards specified under Section 133 of the Act;

e) On the basis of written representations received from the directors as on 31 March, 2024 and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2024, 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 our separate report in Annexure B, and

g) With respect to the other matter 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. We have been informed that the Company does not have any pending litigation which would impact its financial position.

ii. We have been informed that the Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses.

iii. We have been informed that there were no amounts which required to be transferred by the company to the Investor Education and Protection Fund.

h] Based on our examination which included test checks , the Company, in respect of financial year commencing on 1 April 2023, has used an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has been operated throughout the year for all 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. As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 01, 2023.

On the basis of the written representations received from the directors as on 31march, 2024;

a) The management has represented that, to the best of its knowledge and belief, other than as disclosed in the notes to the Accounts, 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, other than as disclosed in the notes to the accounts, no funds have been received by the company from any person(s) or entity (ies), including foreign entities ("Funding Parties''),n with the understanding, whether recorded in writing or otherwise, that the company shall, whether, directly or indirectly, lend or invest other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provided any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

i| c) Nothing has come to our notice that has caused us to believe that the representations under sub-clause (a] and (b) contain any material mis-statement.

ii

:

(j d) No dividend declared or paid during the year by the company is in compliance with section 123 of the Companies Act, 2013

::

For KAMAL GUPTA ASSOCIATES CHARTERED ACCOUNTANTS

(FRN. 000752C)

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CA. NEHAAGARWAL (PARTNER)

(MRN 406713)

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Place: Kanpur Date: 27/05/2024

UDIN: 24406713BKFMSV8860

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Mar 31, 2018

Report on the Standalone Financial Statements

We have audited the accompanying Standalone financial statements of Raghuvansh Agrofarms Limited (“the company”), which comprises the Balance Sheet as at 31stMarch 2018, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity (not present, Hence NOT APPLICABLE)for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone 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 Standalone Ind AS 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)prescribed under Section 133 of the Act.

This responsibility also includes the maintenance of adequate accounting records in accordance with the provision 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 control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these Standalone Ind AS financial statements based on our audit. In conducting our audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the standalone Ind AS financial statements that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company’sDirectors, as well as evaluating the overall presentation of the standalone Ind AS financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.

Emphasis of Matters

a) As stated in Note no.7 & 8 to the Notes on account, the balances of Trade Payables, Other Current Liabilities and other personal accounts are subject to confirmation and reconciliation, if any.

b) As stated in Note No. 3.10 regarding non-insurance of live stock.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects/possible effects of the matter described in the basis of Qualified Opinion in above paragraphs, the aforesaid standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India,

a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31stMarch2018,

b) In the case of the Statement of Profit & Loss, of the Profit for the year ended on that date;

c) In the case of the Cash Flow Statement, of the Cash flows for the year ended on that date; and

d) In the case of the Income, of the Comprehensive Income for the year ended on that date.

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016(‘the Order’) and issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure A, a statement on the matters specified in paragraphs 3 and 4 of the said 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 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;

c) The Balance Sheet, the Statement of Profit and Loss including 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) Except for the effects/possible effects of the matter described in the Basis of Qualified Opinion Paragraph, the aforesaid standalone Ind AS Financial Statements comply with the Accounting Standards specified under Section 133 of the Act;

e) On the basis of written representations received from the directors as on 31 March, 2018 and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2018, 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 our separate report in Annexure B, and

g) With respect to the other matter 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. We have been informed that the Company does not have any pending litigation which would impact its financial position.

ii. We have been informed that the Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses.

iii. We have been informed that there were no amounts which required to be transferred by the company to the Investor Education and Protection Fund.

ANNEXURE A TO INDEPENDENT AUDITORS’ REPORT:

RE: RAGHUVANSH AGROFARMS LIMITED

Referred to in paragraph 1 under ‘Report on Other Legal & Regulatory Requirement’ section of our report of even date:

We report that-

I. a) The Company has maintained proper records showing full particulars including quantitative details and situation of Fixed Assets.

b) The Company has a regular programme of physically verifying all the fixed assets by which fixed assets are verified at the end of financial year, accordance with this program, fixed assets were verified during the year. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

c) According to the information and explanations given to us, the title deeds of immovable properties, as disclosed in Note 10 to the standalone financial Statements, are held in the name of the company, except for the following:

LESSOR	ADDRESS OF PROPERTY	AGREEMENT DATE	REMARK
Sanjeevani Fertilizers and Chemicals Pvt. Ltd.	Village - Gaur Pathak, Pokhrayan, District - Rama Bai Nagar, Bhognipur, Old Kanpur	01.10.2014 & 16.05.2017	The property is on lease and the lease agreement is in the name of the company.
MP Audyogik Kendra Vikas Nigam (Indore) Limited	Free Press House, 1st Floor, 3/54 Press Complex, Agra-Mumbai Marg, Indore (MP)	02.05.2015

None of the properties as mentioned above have actually been acquired by the company.

These are on lease.

II. The inventory has been physically verified by the management at reasonable intervals during the year and no discrepancies were noticed on such verification. In our opinion, the procedure for physical verification of inventory is reasonable and adequate in relation to size of the company whereas frequency of such verification is also reasonable. Proper records of inventory have been maintained by the company and no material discrepancies have been noticed on its physical verification.

III. a)In our opinion and according to the information and explanation given to us, the company has granted loans to two of its subsidiaries as below:

LOAN TO		REPAYMENT INITIATE DATE	LOAN AMOUNT AS AT 01.04.2017	RATE OF INTEREST
Kanpur Organics (p) Ltd.		01.07.2018	4171500.00	Non-Interest
Sanjeevani Fertilizers Chemicals Pvt. Ltd.	and	01.07.2018	37345000.00	Non-Interest

The company has started receiving the principal amount of such loans before the repayment starting date, according to the loan Agreements in both the cases is 01.07.2018;

The principal outstanding of Loan as at 31.03.2018 is NIL.

b) In our opinion and according to the information and explanation given to us, there is no overdue amount towards the principal and interest.

IV. In our opinion and according to the information and explanation given to us, the company has complied with the provisions of Section 185 & 186 of the Act, with respect to loans and investments made.

V. The company has not accepted any deposits from the public in accordance with the provisions of section 73 to 76 of the Act and the rules framed there under. Accordingly, paragraph 3(v) of the order is not applicable to the company.

VI. In our opinion and according to the information and explanations given to us, the company is not required to maintain cost records pursuant to the Rules made by the Central Government u/s 148 (1) of the Companies Act 2013.

VII. a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is regular in depositing the undisputed statutory dues including income tax, sales tax, value added tax, goods and services tax, cess and other material statutory dues, as applicable with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, sales tax, value added tax, goods and services tax, cess and other material statutory dues were in arrears as at 31st March 2018 for the period of more than six months from the date they became payable.

b) According to the information and explanations given to us, there are no dues of income tax, sales tax, value added tax, goods and services tax, cess which have not been deposited with the appropriate authorities on account of any dispute.

VIII. According to the information and explanations given to us, the company has not defaulted in repayment of Loan or borrowings to bank during the year. The company has not borrowed from Government or any Debenture holder during the year.

IX. In our opinion and according to the information and explanations given to us, the company has not raised any money by way of initial public offer, further public offer (including debt instrument) and term loan, during the year. Accordingly, paragraph 3 (ix) of the order is not applicable.

X. According to the information and explanations given to us, no material fraud by the company or on the company by its officers or employees has been noticed or reported during the course of our audit.

XI. According to the information and explanations given to us and based on our examination of the records, the company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provision of section 197 read with Schedule V of the Act.

XII. In our opinion and according to the information and explanations given to us, the company is not a Nidhi Company. Accordingly, paragraph 3 (xii) of the order is not applicable.

XIII. According to the information and explanations given to us and based on our examination of the records of the company, the transactions with the related parties are in compliance with section 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the Standalone financial statements as required by the applicable accounting standards.

XIV. According to the information and explanations given to us and based on our examination of the records of the company, the company has not made any preferential allotment or private placement or shares or fully or partly convertible debentures during the year.

XV. According to the information and explanations given to us and based on our examination of the records of the company, the company has not entered into non-cash transactions with directors or persons connected with them. Accordingly, paragraph 3 (xv) of the Order is not applicable.

XVI. According to the information and explanations given to us, the company is not registered under section 45- IA of the Reserve Bank of India Act, 1934.

ANNEXURE - B TO THE INDEPENDENT AUDITORS’ REPORT

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of RAGHUVANSH AGROFARMS LIMITED (“the Company”) as ofMarch 31st 2018 in conjunction with our audit of the standaloneInd AS financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For KAMAL GUPTA ASSOCIATES

CHARTERED ACCOUNTANTS

(FRN.000752C)

C.A. NEHA AGARWAL

(PARTNER)

(MRN 406713)

Place: Kanpur

Date: 28.05.2018

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Mar 31, 2015

We have audited the accompanying standalone financial statements of RAGHUVANSH AGROFARMS LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information,

Management's Responsibility for the Standalone 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 standalone financial statements that give a true and fair view of the financial position, financial performance 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, read with Rule 7 of the Companies (Accounts) Rules, 2014. 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.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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.

Opinion

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 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 31st March, 2015, and its profit/loss and its cash flows for the year ended on that date.

Emphasis of Matters

We draw attention to the following matters in the Notes to the financial statements: i) Para No. 5 pertaining to Related Party Disclosure. And

ii) Para No. 7 pertaining to Disclosure in Two Subsidiary Companies.

Our opinion is not modified in respect of these matters.

Other Matter NIL

Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

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 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.

(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account [and with the returns received from the branches not visited by us].

(e) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. .

(f) On the basis of the written representations received from the directors as on 31st March, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

(g) 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 our separate Report in "Annexure A".

(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 does not have any pending litigations which would impact its financial position.

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on 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

Annexure to the Auditors' Report

The Annexure referred to in our report to the members of RAGHUVANSH AGROFARMS

LIMITED for the year ended on March 31, 2015.

We report that:

Clause (i):

(a) Whether the company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assetsRs,

Auditors' Remarks:

Yes. Proper records have been maintained by the company showing full particulars

including quantitative details of Fixed Assets.

(b) Whether these fixed assets have been physically verified by the management at reasonable intervals; whether any material discrepancies were noticed on such verification and if so, whether the same have been properly dealt with in the books of accountRs,

Auditors' Remarks:

Yes. The management has been verifying the fixed assets physically at reasonable intervals and no discrepancies were noticed on such verifications.

Clause (ii):

(a) Whether physical verification of inventory has been conducted at reasonable intervals by the managementRs,

Auditors' Remarks:

Yes. The management has conducted physical verification of inventories at reasonable intervals and no discrepancies were noticed on such verifications.

(b) Are the procedures of physical verification of inventory followed by the management reasonable and adequate in relation to the size of the company and the nature of its businessRs, If not, the inadequacies in such procedures should be reported.

Auditors' Remarks:

Yes. In our opinion the procedures of physical verification of inventory followed by the management reasonable and adequate in relation to the size of the company.

(c) Whether the company is maintaining proper records of inventory and whether any material discrepancies were noticed on physical verification and if so, whether the same have been properly dealt with in the books of account;

Auditors' Remarks:

Yes. Proper records of inventory have been maintained by the company and no material discrepancies have been noticed on its physical verification.

Clause (iii): Whether the company has granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act. If so,

(a) Whether receipt of the principal amount and interest accrued also regular; and

Auditors' Remarks:

Yes. The company is in regular receipt of principle amount and interest accrued on all the loans granted both secured and unsecured.

(b) If overdue amount is more than rupees one lakh, whether reasonable steps have been taken by the company for recovery of the principal and interest;

Auditors' Remarks:

There are no overdue amounts in respect of both principal and interest.

Clause (IV): Is there an adequate internal control system commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. Whether there is a continuing failure to correct major weaknesses in internal control systemRs,

Auditors' Remarks:

Yes. There does exist an adequate internal control commensurate with the size and nature of the business, for the purchase of inventory and fixed assets and for the sale of goods and services. No major weaknesses in internal control system have been observed.

Clause (V): In case the company has accepted deposits, whether the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under, where applicable, have been complied withRs, If not, the nature of contraventions should be stated; If an order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal, whether the same has been complied with or notRs,

Auditors' Remarks:

Company has not accepted any deposit from the public during the year.

Clause (VI): Where maintenance of cost records has been specified by the Central Government under subsection(1) of section 148 of the Companies Act, whether such accounts and records have been made and maintainedRs,

Auditors' Remarks:

Maintenance of cost records has not been specified Central Government under subsection(1) of section 148 of the Companies Act.

Clause (VII):

(a) is the company regular in depositing undisputed statutory dues including provident fund, employees' state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities and if not, the extent of the arrears of outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable, shall be indicated by the auditor.

Auditors' Remarks:

Yes. The company is regular in depositing all such undisputed statutory dues with the appropriate authorities.

(b) in case dues of income tax or sales tax or wealth tax or service tax or duty of customs or duty of excise or value added tax or cess have not been deposited on account of any dispute, then the amounts involved and the forum where dispute is pending shall be mentioned. (A mere representation to the concerned Department shall not constitute a dispute).

Auditors' Remarks:

There are no such un deposited dues.

(c) Whether the amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under has been transferred to such fund within time.

Auditors' Remarks:

There are no amounts required to be transferred in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956)

Clause (VIII): whether in case of a company which has been registered for a period not less than five years, its accumulated losses at the end of the financial year are not less than fifty per cent of its net worth and whether it has incurred cash losses in such financial year and in the immediately preceding financial yearRs,

Auditors' Remarks:

Company does not have any accumulated losses.

Clause (IX): Whether the company has defaulted in repayment of dues to a financial institution or bank or debenture holdersRs, If yes, the period and amount of default to be reported;

Auditors' Remarks:

No. The company has not defaulted in repayment of dues to a financial institution or bank or debenture holders.

Clause (X): Whether the company has given any guarantee for loans taken by others from bank or financial institutions, the terms and conditions whereof is prejudicial to the interest of the company;

Auditors' Remarks:

No. The company has not given any guarantee for loans taken by others from bank or financial institutions, the terms and conditions whereof is prejudicial to the interest of the company.

Clause (XI): Whether term loans were applied for the purpose for which the loans were obtainedRs,

Auditors' Remarks:

The company has not taken any Term Loans.

Clause (XII): whether any fraud on or by the company has been noticed or reported during the year; If yes, the nature and the amount involved is to be indicated.

Auditors' Remarks:

No fraud has been noticed or reported, neither on nor by the company.

For Naval Kapur & Co.

Chartered Accountants

FRN:005851C

CA Naval Kapur

Chartered Accountant

Membership No.:074587



Place:Kanpur

Date:27.05.2015