Auditor Report of Sirohia & Sons Ltd.

Mar 31, 2024

We have audited the accompanying financial statements of Sirohia & Sons
Limited (“the Company”) which comprise the Balance Sheet as at March 31, 2024,
the Statement of Profit and Loss, Cash Flow Statement for the year then ended,
and a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanation given
to us the aforesaid 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 March 31, 2024 and its profit and cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under
section 143(10) of the Companies Act 2013. Our responsibilities under those standards are further
described in the Auditor’s Responsibilities for the Audit of the Financial Statements sectionof our
report. We are independent of the company in accordance with the code of ethics issued bythe
Institute of Chartered Accountants of India together with the ethical requirements that are relevant
to our audit of the financial statements under the provisions of the Companies Act, 20 Band the
Rules there under, and we have fulfilled our other ethical responsibilities in accordance with these
requirements and the Code of Ethics. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the financial statements of the current period. These matters were addressed in the context
of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.

Reporting of key audit matters as per SA 701, Key Audit Matters are not applicable to the Company
as it is an unlisted company.

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

The Company’s Board of Directors is responsible for the preparation of the other information. The other
information comprises the information included in the Board’s Report including Annexure to Board’s
Report, Business Responsibility Report but does not include the Financial Statements and our Auditor’s
Report thereon.

Our opinion on the Financial Statements does not cover the other information and we do not express any
form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
statements or our knowledge obtained during the course of our audit or otherwise appears to be materially
misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other
information; we are required to report that fact. We have nothing to report in this regard.

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 cashflows 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 the assets of theCompany
and for preventing and detecting frauds and other irregularities; selection and application of
appropriate accounting policies; making judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance of adequate internal financial controls, that
were operating effectively for ensuring the accuracy and completeness of the accounting records,
relevant to the preparation and presentation of the financial statements that give a true and fair
view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is 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 Responsibility for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the 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 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 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.

. 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 continueas a going concern.

. Evaluate the overall presentation, structure and content of the financial statements,
including the disclosures, and whether the financial statements represent
the underlying transactions and events in a manner that achieves fair presentation.

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.

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, refer to our
separate Report in “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 Ac^ffe fe^ofiNthat:

a. We have sought and obtained all m ^Ififbrmatibn)and explanations which to the best of our
knowledge and belief were neceH^(^5ntl^4)vt™Dse of our audit;

lUlV #hi

b. In my 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 subject to confirmation of
balances of all the parties.

d. 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.

e. On the basis of written representations received from the directors as on March 31, 2024
taken on record by the Board of Directors, none of the directors is disqualified as on March
31, 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 with reference to Standalone
Financial Statements of the Company and the operating effectiveness of such controls, refer
to our separate Report in "Annexure-B" to this report

g. In our opinion and as per information and explanation provided to us, the managerial
remuneration for the year ended 31^st March, 2024 has not been paid/provided by the
Company to its directors in terms of section 197 read with Schedule V of the Act.

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 did not have any long-term contracts including derivative contracts for
which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the InvestorEducation
and Protection Fund by the Company.

iv. 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”), 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 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 (i) and (ii) of Rule 11(e), as provided under (a) and
(b) above, contain any material mis-statement.

v. No dividend has been declared or paid during the year by the company.

vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules,2014 for maintaining books of

account using accounting software which has a feature of recording audit trail (edit log) facility
is applicable to the Company with effect from April 1, 2023. Based on our examination which
included test checks, the company has used accounting software for maintaining its

books of accounts, however, the feature of recording audit trail(edit log) facility has not been
enabled. Consequently, we are unable to comment on audit trail feature of the said software.

For H.R. Agarwal & Associates

Chartered Accountants

Firm Registration number: 323029E

(Shyam Sundar Agarwal, FCA)

Partner /(v

Membership number: 060033 if fas'' W|

UD1N: 24060033BKDKGH5345 IJ |

Place: Kolkata
Date: 29/05/2024

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Mar 31, 2015

We have audited the accompanying financial statements of Sirohia & Sons Ltd., ("the Company"), which comprise the Balance Sheet as at March 31st, 2015, the statement of Profit and Loss and the Cash Flow Statement for the year then ended, in which are incorporated the accounts of the Branch as audited by the Branch Auditor and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the 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 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 the maintenance of adequate accounting records in accordance with the provisions of the act for safeguarding the assets of the company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgment and estimates that are reasonable and prudent; and design, implementation and maintenance of 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 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 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 rules made thereunder.

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 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 assessment, the auditor considers internal control relevant to the Company's preparation of the financial statements that give 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 financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion

Opinion:

In our opinion and to the best of our information and according to the explanations given to us, the said 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:

i. in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2015;

ii. in the case of the Statement of Profit and Loss, of the "Loss" for the year ended on that date, and;

iii. in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Emphasis of Matter:

The Company has given business advance for procurement of goods amounting to ' 3.75 Crores during the financial year to a related party, M/s Jai Trading & Co.

The Company had advanced a sum of ' 19 Crore in earlier years to two Tea Estate Companies for acquiring stake in Tea Estate. The stake will be transfered to the company in the next financial year.

Report on Other Legal and Regulatory Requirements:

1. As required by the Companies (Auditor's Report) Order, 2015 ("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 statement on the matters specified in paragraph 3 and 4 of the Order, to the extent applicable.

2. As required by section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) In our opinion proper books of account as required by law have been kept by the company so far as appears from our examination of those books;

c) The Balance Sheet, the Statement of Profit and Loss and Cash Flow Statement with by this Report are in agreement with the books of account;

d) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with Accounting Standards referred to in section 133 of the Companies Act, 2013 read with rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of 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 sub-section (2) of section 164 of the Companies Act, 2013.

f) With respect to the other matters included in the Auditor's Report and to our best of our information and according to the explanations given to us:

i. The Company has no pending litigations, thus no disclosure is required in the financial statements of the company.

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 and the company has no derivative contracts.

iii. There were no amounts which required to be transferred, to the Investor Education and Protection Fund by the Company;

ADDITIONAL INFORMATION ANNEXED TO THE INDEPENDENT AUDITOR'S REPORT

I. a) The Company is in process of updating the Fixed Asset Register of current year of audit, showing full particulars, including quantitative details and situation of fixed assets.

b) We have been informed that the Fixed Assets, whose records have been updated, have been physically verified by the management during the year and no material discrepancies were noticed on such verification between the available records & physical verification.

II. a) The inventory has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable.

b) In our opinion, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c) On the basis of our examination of the inventory records, in our opinion, the company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

III. The Company has not granted any loan, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. Hence, the provisions of sub Clause (a) to (b) of Clause (iii) of paragraph of the Order are not applicable to the Company.

IV. In our opinion and according to the information and explanations given to us there is an adequate internal control system commensurate with the size of the company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods & sale of services. Further, on the basis of.our examination of the books and records of the company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

V. In our Opinion and according to information and explanations given to us, the company has not accepted any deposits from the public within the purview of the directives issued by the Reserve Bank of India and the Provisions of Section 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under. Therefore, the provision of Clause (V) of Paragraph 4 of the order is not applicable to the company.

VI. In our opinion and according to information and explanations given to us, the maintenance of cost records specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 is not applicable to the company during the year under audit

VII. In respect of statutory dues:

a) According to the records, the Company is generally regular in depositing undisputed statutory dues including income tax, wealth Tax, sales Tax, duty of custom, duty of excise, value added tax, cess etc. wherever deducted and any other statutory dues as applicable to the company with appropriate authorities.

The Company neither provides for nor deposits provident fund, employees' state insurance with appropriate authorities.

According to the information and explanations given to us and the records of the company examined by us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2015 for a period of more than six months from the date of becoming payable.

b) According to the records of the Company examined by us and the information and explanation given to us, there are no disputed 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 which have not been deposited on account of any dispute.

c) According to the information and explanations given to us, no amount is required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act 2013 and rules made thereunder. Hence, the provisions of Investor Education and Protection Fund are not applicable to the Company.

VIII. The Company does not have any accumulated losses as on 31st March 2015. It has not incurred any cash losses during the financial year covered by our audit and it has also not incurred any cash losses during the immediately preceding financial year.

IX. Based on the audit procedures and as per information and explanations given by the management, there are no dues to debenture holders. Further the company has not defaulted in repayment of dues to any financial institution or banks

X. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions during the year.

XI. In our opinion and according to the information and explanations given to us the company has not obtained any term loan during the financial year.

XII. During the course of our examination of the books and records of company carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the company, noticed or reported during the year, nor have been informed of such case by the management

For S. PODDAR & CO. Chartered Accountants Firm Regn. No: 320294E

Place: Kolkata Date: 28th May 2015 CA. KHUSBOO TAYAL Partner Membership No: 69828