Auditor Report of Sunil Agro Foods Ltd.

Mar 31, 2025

We have audited the accompanying Standalone financial statements of M/s. Sunil Agro Foods Limited (“the
Company”) which comprises the Balance Sheet as at March 31, 2025, the Statement of Profit and
Loss(including Other Comprehensive Income), the Statement of changes in Equity and the Statement of Cash
Flows for the year then ended and notes to the financial statements, including a summary of Material
accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations 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 31 March 2025, and its Loss, total comprehensive Loss, the changes in equity and its cash
flows for the year ended on that date.

Basis for Qualified Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing
(SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those (SAs) are
further described in the Auditor’s Responsibilities for the Audit of the 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
financial statements under the provisions of the Companies Act, 2013 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
opinion on the financial statement.

1. The Company has not made provisions for Bad debt of Rs 97.57 lakhs (PY Rs.97.57 lakhs) in case of
one debtor Maiyas Beverage and Foods Private Limited which was referred to NCLT under Indian
Bankruptcy Code and NCLT has passed the order on 10th May, 2019. As per NCLT order only
15.14% amount is payable to all the Sundry Creditors of Maiyas Beverage and Foods Private
Limited. The Company’s total outstanding against Maiyas Beverage and Foods Private Limited at
the time of referral to NCLT stood Rs.114.97 lakhs (PY Rs.114.97 lakhs). Due to this Company’s Loss
is understated and Sundry debtors are overstated by Rs.97.57 lakhs (PY Rs.97.57 lakhs).

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. For each matter below, our description of how our audit addresses the matter is
provided in that context.

Descriptions of Key Audit Matter	How we addressed the matter in our audit
A. Valuation of Inventories	We obtained assurance over the appropriateness of
Refer to note 6 to the financial statements.	the management’s
The value of inventory is a key audit matter due to involvement of high risk, basis the nature of the food industry wherein value per unit is relatively insignificant but high volumes are involved which are dispersed across different point of sales.	assumptions applied in calculating the value of the inventories and related provisions by: • Completed a walkthrough of the inventory valuation process and assessed the design and implementation of the key controls addressing the risk.
Our audit procedures on the valuation and
existence of inventories consisted mainly of	• Verifying the effectiveness of key inventory controls
the following:	operating over inventories; including sample based physical verification.

• The inventories of the Company amounted	•	Verify that the adequate cut off procedure has been
to 4,984.56 lakhs as on 31st march 2025.		applied to ensure that purchased inventory and sold inventory are correctly accounted.
• Our audit of inventories was focused
around the risk that there would be a	•	Reviewing the document and other record related to
material misstatement relating to the		physical verification of inventories done by the
existence of inventories and that the		management during the year.
valuation of inventories which involves	•	Verify that inventories are valued in accordance with
judgement of the management.		Ind AS 2
	•	As for the valuation of inventories, we assessed and
• According to the standalone financial		reviewed the controls relating to valuation. For
statements’ accounting policies in note 47		materials and supplies, we compared the price
(2.2) to the financial statements,		recognized in the balance sheet to the latest purchase
inventories are measured at the lower of		invoice, to ensure that the inventory of materials and
cost or net realizable value. The company has procedures for identifying risk for obsolescence inventories based on		supplies is valued in accordance with the accounting policies applied.
estimated usage and shelf life of products.	•	Verifying for a sample of individual products that costs have been correctly recorded.
• To ensure that all inventories owned by the entity are recorded and recorded inventories exist as at the year-end and	•	Comparing the net realisable value to the cost price of inventories to check for completeness of the associated provision.
valuation has been done correctly.	•	Reviewing the historical accuracy of inventory provisioning and the level of inventory write-offs during the year.
		Our Conclusion: Based on the audit procedures performed we did not identify any material Exceptions in the Inventory valuation
B. Revenue Recognition
Refer to Note 23 to the financial statements.		Our key audit procedures around revenue recognition
The revenue of the Company consists primarily of sale of food products that are sold through distributors, modern trade and direct sale channels amongst others. Revenue is recognized when the control of products is transferred to the customer and there is no unfulfilled obligation. Depending on the contractual terms with	•	included, but were not limited to, the following: Performed substantive testing on selected samples of revenue transactions recorded during the year by testing the underlying documents including contracts for conversion charges and soudha settlement, invoices, goods dispatch notes, shipping documents and customer receipts, wherever applicable;
the customers, this can be either at the time of dispatch or delivery of goods.	•	Performed analytical review procedures on revenue recognised during the year to identify any unusual and/or material variances;
The Company has large number of customers and the sales contracts with	•	Performed confirmation and alternative procedures on
customers have different terms relating to		selected invoices outstanding as at the year-end; and
transfer of control of underlying goods and		examining whether money is actually received or
the right of return.		income is reversed back in case of settlement
Owing to the volume of sales		contracts;
transactions, size of the distribution	•	Tested a select sample of revenue transactions
network and varied terms of contracts with		recorded before the financial year end date to
customers, revenue is determined to be		determine whether the revenue has been recognised
an area involving significant risk in line with the requirements of the Standards on		in the appropriate financial period;
Auditing and hence, requiring significant	•	Examine a sample of manual journal entries posted to
auditor attention.		revenue ledgers to identify any unusual items; and
The management is required to make	•	Evaluated the appropriateness and adequacy of
certain key judgements around		disclosures in the financial statements in respect of
determination of transaction price in		revenue recognition in accordance with the applicable
accordance with the requirements of Ind AS		requirements.

115, Revenue from Contracts with Customers along with Conversion Charges and settlement of Soudha on cancellation of the contract, and on account of consideration payable to customers in the form of various discount schemes, returns and rebates.	Our conclusion: Based on the audit procedures performed we did not identify any material exceptions in the recognition of revenue and incentives and discount expenses.
The Company and its external stakeholders focus on revenue as a key performance indicator and this could create an incentive for revenue to be overstated or recognized before control has been transferred. Considering the aforesaid significance to our audit and the external stakeholders, revenue recognition has been considered as a key audit matter for the current year’s audit.

Information other than the Financial Statements and Auditor''s Report Thereon

The Company’s Board of Directors is responsible for the other information. The other information comprises the
information included in the Board’s Report including Annexure to the Board’s Report, but does not include the
financial statements and our auditor’s report thereon. The Company’s annual report is expected to be made
available to us after the date of this auditor’s report.

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 in the audit or otherwise appears to be materially misstated.

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

Responsibility of Management for the Standalone Financial Statements

The Company’s Management and 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 including other comprehensive income, cash
flows and changes in equity of the Company in accordance with the Indian Accounting standards (Ind AS)
prescribed under section 133 of the Act, read with the Companies (Indian Accounting standards)Rules, 2015,
as amended, and other accounting principles generally accepted in India.

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, application, implementation and maintenance of appropriate of 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
statement 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.

The Management and 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
scepticism 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, 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 system 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 the 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 standalone financial statements or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report.
However, future events or conditions may cause the Company to cease to continue as a going concern.

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

Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate,
makes it probable that the economic decisions of a reasonably knowledgeable user of the financial
statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning
the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any
identified misstatements in the financial statements.

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 of the current period and are
therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation
precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a
matter should not be communicated in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communication.

Emphasis of Matter

1. We draw attention to the following:

a) The Company is having Debtors outstanding for more than 1 year amounting to Rs. 27.02 lakhs, for
more than 2 years amounting to Rs. 32.73 lakhs and more than 3 years amounting to Rs. 377.59 lakhs
(including disputed debtors of Rs. 178.86 lakhs) but no provision for Bad Debt has been made on the
same as the Company is confidence of receiving the amount.( Refer Note No.7 of the Financial
statements).

b) The company has consumed Packing material during the year for Rs. 278.09 Lakhs (PY Rs. 259.49
Lakhs), where as stock at the year end of packing material is Rs. 1,076.03 Lakhs ( PY of Rs. 953.05),
which is very high compared to the consumption (Refer Note No. 6 and 25 of the financial statements).

Our Audit opinion is not modified for the above matters.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the Central
Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give
in the “Annexure A” statement on the matters specified in paragraphs 3 and 4 of the Order, to the
extent applicable.

2. As required by Section 143(3) of the Act, 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. Except for the effect of the matters described in basis of qualified opinion paragraph above, 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,
Statement of changes in Equity and the Statement of Cash Flow dealt with by this Report are in
agreement with the books of account.

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

e. On the basis of the written representations received from the directors as on 31st March, 2025
taken on record by the Board of Directors, none of the directors is disqualified as on 31st 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”. Our Report expresses an Qualified opinion on the adequacy and operating
effectiveness of the company’s internal financial controls over financial reporting.

g. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule
11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the
best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations which could impact its financial
position as mentioned in Note No.34 to financial statement

ii. The Company did not have any long-term contracts including derivatives contracts for which
there were any material foreseeable losses.

iii. The amount which was required to be transferred to the Investor Education and Protection
Fund has been transferred by the company on time and there has been no delay in
transferring amount.

iv. a. The management has represented that, to the best of its knowledge and belief, no funds
have been advanced or loaned or invested (either from borrowed funds or share premium or
any other source or kind of funds) by the Company to or in any other persons or entities,
including foreign entities (“Intermediaries”), with the understanding, whether recorded in
writing or otherwise ,that the Intermediary shall:

• directly or indirectly lend or invest in other persons or entities identified in any manner
whatsoever(“Ultimate Beneficiaries”) by or on behalf of the Company or

• provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

b. The management has represented, that, to the best of it’s knowledge and belief, no funds
have been received by the company from any person or entities, 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 audit procedures as 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 iv(a) and iv(b) contain any material mis-statement.
provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

v. The company has not declared dividend during the year.

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 audit trail has been made operational during the year for all relevant
transactions recorded. Further, during the course of our audit we did not come across any
instance of audit trail being been tampered with.

Additionally, the audit trial has been preserved by the company as per the statutory
requirements for records retention.

h. With respect to the matter to be included in the Auditor’s Report under Section 197(16) of the Act
as Amended:

In our opinion and according to the information and explanations given to us, the remuneration paid
by the Company to its directors during the current year is in accordance with the provisions of
Section197 of the Act. The remuneration paid to any director is not in excess of the limit laid down
under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details
under Section 197(16) of the Act which are required to be commented upon by us.

For G R V & P K.

Chartered Accountants
FRN.008099S

Kamal Kishore
Partner
M N.205819

UDIN: 25205819BMKUHY5883

Place: Bangalore
Date: 29-05-2025

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Mar 31, 2024

We have audited the accompanying Standalone financial statements of M/s. Sunil Agro Foods Limited (“the Company") which comprises the Balance Sheet as at March 31,2024, the Statement of Profit and Loss(including Other Comprehensive Income), the Statement of changes in Equityand the Statement of Cash Flowsfor the year then endedand notes to the financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner sorequired 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 31 March 2024, and its Profit, total comprehensive income, the changes in equity and its cash flowsfor the year ended on that date.

Basis for Qualified Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those (SAs) are further described in the Auditor''s Responsibilities for the Audit of the 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 financial statements under the provisions of the Companies Act, 2013 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 opinion on the financial statement.

1. The Company has not made provisions for Bad debt of Rs 97.56 lakhs (PY Rs.97.56 lakhs) in case of one debtor Maiyas Beverage and Foods Private Limited which was referred to NCLT under Indian Bankruptcy Code and NCLT has passed the order on 10th May, 2019.As per NCLT order only 15.14% amount is payable to all the Sundry Creditors of Maiyas Beverage and Foods Private Limited. Company''s total outstanding against MaiyasBeverage and Foods Private Limited at the time of referral to NCLT stood Rs.114.97 lakhs (PYRs.114.97 lakhs). Due to this Company''s profit and Sundry debtors are overstated by Rs.97.56 lakhs (PYRs.97.56 lakhs).

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. For each matter below, our description of how our audit addresses the matter is provided in that context.

Descriptions of Key Audit Matter

How we addressed the matter in our audit

A. Valuation of Inventories Refer to note 6 to the financial statements. The value of inventory is a key audit matter due to involvement of high risk, basis the nature of the food industry wherein value per unit is relatively insignificant but high volumes are involved which are dispersed across different point of sales . Our audit procedures on the valuation and existence of inventories consisted mainly of the following:

We obtained assurance over the appropriateness of the management''s assumptions applied in calculating the value of the inventories and related provisions by: • Completed a walkthrough of the inventory valuation process andassessed the design and implementation of the key controls addressing the risk. • Verifying the effectiveness of key inventory controls operating over inventories; including sample based physical verification.

• The inventories of the Company amounted	• Verify that the adequate cut off procedure has been
to ^4839.15 lakhs as on 31st march 2024.	applied to ensure that purchased inventory and sold
• Our audit of inventories was focused	inventory are correctly accounted.
around the risk that there would be a	• Reviewing the document and other record related to
material misstatement relating to the	physical verification of inventories done by the
existence of inventories and that the	management during the year.
valuation of inventories which involves	• Verify that inventories are valued in accordance with
judgement of the management.	Ind AS 2
• According to the standalone financial	• As for the valuation of inventories, we assessed and
statements'' accounting policies in note 45	reviewed the controls relating to valuation. For
(2.2) to the financial statements,	materials and supplies, we compared the price
inventories are measured at the lower of	recognized in the balance sheet to the latest
cost or net realizable value. The company	purchase invoice, to ensure that the inventory of
has procedures for identifying risk for	materials and supplies is valued in accordance with
obsolescence inventories based on estimated usage and shelf life of products.	the accounting policies applied. • Verifying for a sample of individual products that costs
• To ensure that all inventories owned by the	have been correctly recorded.
entity are recorded and recorded inventories exist as at the year-end and	• Comparing the net realisable value to the cost price of inventories to check for completeness of the
valuation has been done correctly.	associated provision. • Reviewing the historical accuracy of inventory provisioning and the level of inventory write-offs during the year. Our Conclusion: Based on the audit procedures performed we did not identify any material Exceptions in the Inventory valuation.
B. Revenue Recognition
Refer to Note 22 to the financial statements.	Our key audit procedures around revenue recognition
The revenue of the Company consists	included, but were not limited to, the following:
primarily of sale of food products that are sold	• Assessed the appropriateness of the revenue
through distributors, modern trade and direct	recognition accounting policies of the Company
sale channels amongst others. Revenue is	including those relating to rebates and trade
recognized when the control of products is	discounts, by evaluating compliance with the
transferred to the customer and there is no	applicable accounting standards;
unfulfilled obligation. Depending on the	• Performed substantive testing on selected samples
contractual terms with the customers, this can	of revenue transactions recorded during the year by
be either at the time of dispatch or delivery of	testing the underlying documents including contracts
goods.	for conversion charges and soudha settlement,
The Company has large number of customers	invoices, goods dispatch notes, shipping documents
and the sales contracts with customers have	and customer receipts, wherever applicable;
different terms relating to transfer of control of	• Performed analytical review procedures on revenue
underlying goods and the right of return.	recognised during the year to identify any unusual
Owing to the volume of sales transactions,	and/or material variances;
size of the distribution network and varied	• Performed confirmation and alternative procedures
terms of contracts with customers, revenue is	on selected invoices outstanding as at the year-end;
determined to be an area involving significant	and examining whether money is actually received or
risk in line with the requirements of the	income is reversed back in case of settlement
Standards on Auditing and hence, requiring significant auditor attention.	contracts;

The management is required to make certain key	• Tested a select sample of revenue transactions
judgementsaround determination of transaction	recorded before the financial year end date to
price in accordance with the requirements of Ind	determine whether the revenue has been recognised
AS 115, Revenue from Contracts with Customers	in the appropriate financial period;
along with Conversion Charges and settlement of Soudha on cancellation of the contract, and on account of consideration payable to customers in	• Examine a sample of manual journal entries posted to revenue ledgers to identify any unusual items; and
the form of various discount schemes, returns and	• Evaluated the appropriateness and adequacy of
rebates.	disclosures in the financial statements in respect of revenue recognition in accordance with the
The Company and its external stakeholders focus on revenue as a key performance indicator and	applicable requirements.
this could create an incentive for revenue to be	Our conclusion:
overstated or recognized before control has been	Based on the audit procedures performed we did not
transferred. Considering the aforesaid	identify any material exceptions in the recognition of
significance to our audit and the external stakeholders, revenue recognition has been considered as a key audit matter for the current year''s audit.	revenue and incentives and discount expenses.

Information other than the Financial Statements and Auditor''s Report Thereon

The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Board''s Report including Annexure to the Board''s Report, but does not include the financial statements and our auditor''s report thereon. The Company''s annual report is expectedto be made available to us after the date of this auditor''s report.

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 in the audit or otherwise appears to be materially misstated.

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

Responsibility of Management for the Standalone Financial Statements

The Company''s Management and 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 including other comprehensive income, cash flows and changes in equityof the Company in accordance with the Indian Accounting standards (Ind AS) prescribedunder section 133 of the Act, read with the Companies (Indian Accounting standards)Rules, 2015, as amended, and other accounting principles generally accepted in India.

Thisresponsibility 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, application, implementation and maintenance of appropriate of 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 statement 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.

The Management and Board of Directors are also responsible for overseeing the company''s financial reporting process.

Auditor''s Responsibilityfor 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 scepticism 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, 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 system 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 the 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 standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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

Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.

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 of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Emphasis of Matter

1. We draw attention to the following:

The Company is having Debtors outstanding for more than 1 year amounting to Rs. 54.22 lakhs, for more than 2

years amounting to Rs. 84.78 lakhs and more than 3 years amounting to Rs. 296.70 lakhs those include disputed debtors of Rs. 178.89 lakhs. The company has not made any allowance for doubtful debtors as the Company is confidence of receiving the entire dues.

Our Audit opinion is not modified for the above matters.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the “Annexure A” statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, 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. Except for the effect of the matters described in basis of qualified opinion paragraph above, 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, Statement of changes in Equityand the Statement of Cash Flow dealtwith by this Report are in agreement with the books of account.

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

e. On the basis of the written representations received from the directors as on 31st March, 2024taken on record by the Board of Directors, none of the directors is disqualified as on 31st 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”. Our Report expresses an Qualified opinion on the adequacy and operating effectiveness of the company''s internal financial controls over financial reporting.

g. With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company hasdisclosed the impact of pending litigations which could impact its financial position as mentioned in Note No.32 to financial statement.

ii. The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses.

iii. The amount which was required to be transferred to the Investor Education and Protection Fund has been transferred by the company on time and there has been no delay in transferring amount.

iv. a. The management has representedthat, to the best of its knowledgeand belief, no funds have

beenadvanced or loaned or invested(either from borrowed fundsor share premium or any other source or kind of funds) by theCompany to or in any otherpersons or entities, includingforeign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise ,that the Intermediary shall:

• directly or indirectly lendor invest in other personsor entities identified inany manner whatsoever(“Ultimate Beneficiaries”) byor on behalf of the Companyor

• provide any guarantee,security or the like to oron behalf of the UltimateBeneficiaries.

b. The management has represented, that, to the best of it''s knowledge and belief, no funds have been received by the company from any person or entities, 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 audit procedures as 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 iv(a) and iv(b) contain any material mis-statement.

v. The company has not declared dividend during the year.

vi. Based on our examination, the company has used an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the audit trail has been made operational during the year for all relevant transactions recorded .Further, during the course of our audit we did not come across any instance of audit trail which being been tampered with.

h. With respect to the matter to be includedin the Auditor''s Report under Section197(16) of the Act as Amended:

In our opinion and according to theinformation and explanations given to us,the remuneration paid by the Company toits directors during the current year is inaccordance with the provisions of Section197 of the Act. The remuneration paid toany director is not in excess of the limitlaid down under Section 197 of the Act.The Ministry of Corporate Affairs has notprescribed other details under Section197(16) of the Act which are required tobe commented upon by us.

For G R V & P K.

Chartered Accountants FRN.008099S

G. VirchandNahar Partner M N.206169

UDIN:24206169BKGYIZ4457

Place: Bangalore Date: 24-05-2024

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Mar 31, 2015

We have audited the accompanying financial statements of Sunil Agro Foods 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.

2. 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 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.

3. Auditors' Responsibility

3.1 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 the 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.

3.2 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, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. 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.

3.3 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.

4. Basis for Qualified Opinion

4.1 As per Accounting Policy number 2.8, the company has valued the investment at cost. As on March 31, 2015 there is a fall in the value of investments to the extent of Rs.30.07 lacks. The company has created provision for fall in the value of investment only to the extent of Rs.0.91 lacks in the earlier years. The impact of non-provision for the fall in the value of investment is,

* Profit is overstated to the extent of Rs.29.16 lacks and investment are overstated to the same extent

5. Qualified Opinion

In our opinion and to the best of our information and according to the explanation given to us, except for the effects of the matter described in the Basis for Qualified Opinion paragraph above, 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 31 st March, 2015 and its profit and its cash flows for the year ended on that date.

6. Opinion

In our opinion and to the best of our information and according to the explanations 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:

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

* in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

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

7. Report on Other Legal and Regulatory Requirements

7.1 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 Act, we give in the Annexure a statement of the matters specified in paragraphs 3 and 4 of the Order.

7.2 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, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d. In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. Except in para 4.1 above.

e. On the basis of the written representations received from the directors as on 31 st 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.

f. 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 has disclosed the impact of pending litigations on its financial position in its financial statements - refer note 30.

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 Investor Education and Protection Fund by the Company;

ANNEXURE TO INDEPENDENT AUDITORS' REPORT

Referred to in paragraph 7.1 of our report of even date

Based upon the information and explanations furnished to us and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, we report that:

1. In respect of Fixed Assets:

a. The company has maintained proper records showing particulars of fixed assets and has been updated.

b. As explained to us, the fixed assets have been physically verified by the management during the year in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the company and nature of its assets. As informed to us, no material discrepancies were noticed on such physical verification.

c. The company has not disposed off substantial part of fixed assets during the year and therefore do not affect the going concern assumption.

2. In respect of its inventories:

a. As explained to us, inventories have been physically verified by the management during the year. In our opinion, frequency of verification is reasonable.

b. In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c. The Company is maintaining proper records of inventory. As explained to us, there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

3. In respect of loans secured or unsecured, granted or taken by the Company to/from Companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013:

During the period covered by our audit, company has not granted any loan to any person covered under the register maintained under section 189 of the Companies Act, 2013. Hence, provisions of paragraph 3(iii) of the Order are not applicable.

4. In our opinion and according to the information and explanations given to us, there exists 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 with regard to the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

5. During the year covered under our audit, the company has not accepted any deposits from the public. Hence commenting on the compliance of Section 73 to 76 of the Companies Act, 2013 read with rule framed thereunder and the directives issued by the Reserve Bank of India does not arise.

6. According to the information and explanations given to us, maintenance of cost records under sub section (1) of section 148 of the Companies Act, 2013 read with companies (cost records and audit) Rules,2014 has been prescribed to the Company. We are of the opinion that, prima facie, the prescribed cost records are maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

7. In respect of statutory dues:

a. Undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it have generally been regularly deposited with the appropriate authorities though there have been slight delays in remittance of Tax deducted at source and Value Added Tax in a few cases.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Wealth Tax, Custom Duty, Excise Duty, Cess and other undisputed statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

b. According to the information and explanations given to us, except income tax dues as detailed below there are no dues of sales tax, custom duty, wealth tax, excise duty, and cess which have not been deposited on account of any dispute.

Name of the Act Financial Year Amount of Demand Amount paid (In Rs.) under protest (In Rs.)

Income Tax Act, 1962 2010-2011 17,782 17,782

Name of the Act Forum where dispute is pending

Income Tax Act, 1962 CIT (Appeals) - VI Bangalore

c. According to the information and explanations given to us, there are no amounts 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 thereunder.

8. The company does not have any accumulated losses as at the end of the financial year. Further, the Company has not incurred any cash losses during the financial year covered by our audit and also in the immediately preceding financial year.

9. Based on our audit procedures performed and according to the information and explanations given by the management, the company has not defaulted in the repayment of dues to any banks / financial institutions. Also, the company has not issued any debentures.

10. According to information given to us and based on the records and documents produced to us, the company has not given any security / guarantee for loan taken by others from banks/ financial institutions.

11. During the year covered under our audit, the company has taken a term loan. According to the information and explanations given to us, the term loan was utilized for the purpose for which it was availed.

12. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit

For MSSV & CO. Chartered Accountants Firm Reg. No. 001987S

Place : Bangalore D. R. Venkatesh Date : May 30, 2015 Partner Membership No. 25087

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Mar 31, 2014

We have audited the accompanying Financial Statements of M/s Sunil Agro Foods Limited (''the company'') which comprise the Balance sheet as at March 31,2014 and the Statement of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

2. Management''s Responsibility for the Financial Statements

The Management is responsible for 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 standards referred to in Sub section (3C) of section 211 of the Companies Act, 1956 (“the Act”) read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material mis-statement, whether due to fraud or error.

3. Auditor''s Responsibility

3.1 Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the standards on auditing issued by the Institute of Chartered Accountants of India. 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 mis-statement.

3.2 An audit involves performing procedures to obtain audit evidence about the amounts and disclosure 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 control relevant to the company''s preparation and fair presentation

of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the management, as well as evaluating the overall presentation of financial statements.

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

4. Qualifications

4.1 As per Accounting Policy number 2.8, the Company has valued the investments at cost. As on March 31, 2014 there is a fall in the value of investments to the extent of Rs.33.08 lakhs. The Company has created provision for fall in the value of investments only to the extent of Rs.0.91 lakhs in the earlier years. The impact of non- provision for the fall in the value of investments is,

- Profit is overstated to the extent of Rs.32.17 lakhs and investments are overstated to the same extent.

5. Opinion

Subject to the observation referred in Para 4.1 above, in our opinion and to the best of our information and according to the explanations given to us, the 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 March 31, 2014;

(b) in the case of the Profit and Loss Account, of the Profit for the year ended on that date; and

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

6. Report on other Legal and Regulatory requirements

6.1 As required by the Companies (Auditor''s Report) Order, 2003 ("the order"),issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the

Annexure a statement of the matters specified in paragraphs 4 and 5 of the Order.

6.2 As required by section 227(3) of the Act, we report that:

(a) We have 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 accounts as required by law have been kept by the company so far as appears from our examination of those books;

(c) The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of accounts;

(d) Subject to para 4.1 above, in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the accounting standards referred to in sub-section (3C) of section

211 of the Companies Act, 1956 read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013; and

(e) On the basis of written representations received from the directors, as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act;

ANNEXURE TO INDEPENDENT AUDITORS'' REPORT

Referred to in paragraph 6.1 of our report of even date

Based upon the information and explanations furnished to us and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, we report that:

1. In respect of Fixed Assets:

a) The company has maintained proper records showing particulars of fixed assets and has been updated.

b) As explained to us, the fixed assets have been physically verified by the management during the year in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the company and nature of its assets. As informed to us, no material discrepancies were noticed on such physical verification.

c) The company has not disposed off substantial part of fixed assets during the year and therefore do not affect the going concern assumption.

2. In respect of its inventories:

a. As explained to us, inventories have been physically verified by the management during the year. In our opinion, frequency of verification is reasonable.

b. In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c. The Company is maintaining proper records of inventory. As explained to us, there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

3. In respect of loans secured or unsecured, granted or taken by the Company tofrom Companies, firms or other parties covered in the regis -ter maintained under Section 301 of the Companies Act, 1956.

a. As informed to us, during the year, the company has given the advance of Rs.7.45 lakhs to one party covered under register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year and the year end balance of the said advance was Rs.68.33 lakhs (including interest accrued but not due).

b. In our opinion, the rate of interest, wherever applicable and other terms and conditions of loan are not, prima facie, prejudicial to the interest of the Company.

c. As per the terms understanding, no amount was due for repayment as on 31st March 2014.

d. Since there is no amount was outstanding as on March 31 2014, commenting on the steps taken for recovery does not arise.

e. During the year, company has taken loan from four parties amounting to Rs.264.23 lakhs and repaid to the extent of Rs.258.50 lakhs (including opening balance). The maximum balance outstanding at any time during the year was Rs.84.71lakhs. The year-end outstanding balance of loans is Rs.21.34 lakhs.

f. In our opinion and according to the information and explanations given to us in respect of loans taken by the Company, the rate of interest, wherever applicable and other terms and conditions are not prima facie prejudicial to the interest of the Company.

g. In respect of loans taken by the Company the payment of principal and interest is as per the understanding with the parties.

4. In our opinion and according to the information and explanations given to us, there exists 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 with regard to the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

5. In respect of transactions covered under Section 301 of the Companies Act, 1956;

a. According to the information and explanations provided by the management, we are of the opinion that the particulars of transactions made in pursuance of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 that need to be entered into the register maintained under section 301 have been so entered.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements exceeding the value of Rupees five lakhs has been entered into during the financial year at a price which is reasonable having regard to prevailing market prices at the relevant time.

6. During the year, Company has not accepted any deposits from the public. Hence commenting on the compliance of Section 58A and 58AA of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975 does not arise.

7. In our opinion, the Company has an internal audit function commensurate with the size and nature of its business.

8. We have broadly reviewed the cost records maintained by the Company pursuant to Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(1)(d) of the Companies Act, 1956 and are of the opinion that, prima facie, the prescribed cost records are maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

9. In respect of statutory dues:

a. According to the records of the Company, undisputed statutory dues including Investor Education and Protection Fund, Employees'' State Insurance, Sales Tax, Service Tax, Income Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory dues have been generally regularly deposited with the appropriate authorities though there is a delay in remittance of TDS in some cases.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, custom duty, excise duty, provident fund, investor education and protection fund, Employees state insurance, service tax and cess and other undisputed statutory dues were outstanding, at the year end, for the period of more than six months from the date they became payable.

c. According to the information and explanations given to us, there are no dues of sales tax, income tax, custom duty, wealth tax, excise duty, cess and service tax which have not been deposited on account of any dispute.

10. The Company has no accumulated losses and has not incurred any cash losses during the financial year covered by our audit or in the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to the banks.

12. According to the information and explanations given to us and based on the records produced to us, Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund/society. Therefore the provisions of Paragraph 4 (xiii) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company.

14. The company is not dealing in or trading in shares, securities, and debentures. But in the earlier years, company has invested the funds to earn the income from investment. According to information and explanation given to us and in our opinion:

-The company has maintained the records for transactions and contracts entered into for purchase and sale of shares and Securities.

- Investments are in the company''s own name.

15. According to information given to us and based on the records and documents produced to us, during the financial year, company has not given guarantee for loan taken by others from banks or financial institutions. Hence commenting on the prejudicial to the interest of the company does not arise.

16. In our opinion, the term loans have been applied for the purpose for which they were raised.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short -term basis have been used for long-term investment.

18. The Company has not made any preferential allotment of shares to parties and Companies covered in the register maintained under section 301 of the Companies Act, 1956. Hence commenting on the prejudicial of issue price to the interest of the company does not arise.

19. During the year, the Company has not issued Debentures.

20. The Company has not raised any money by way of public issue during the year. Hence verification of the end use of the same does not arise.

21. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanation given by the management, we report that no fraud on or by the company has been noticed during the course of our audit

For MSSV & CO. Chartered Accountants Firm Reg. No. 001987S

Place : Bangalore D. R. Venkatesh Date : 26th May, 2014 Partner Membership No. 25087

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Mar 31, 2012

1. Report on the Financial Statements

We have audited the accompanying Financial Statements of Sunil Agro Foods Limited which comprise the balance sheet as at March 31,2012 and the Statement of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

2. Management's Responsibility for the Financial Statements

Management is responsible for 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 standards referred to in Sub section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material mis-statement, whether due to fraud or error.

3. Auditor's Responsibility

3.1 Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the standards on auditing issued by the Institute of Chartered Accountants of India. 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 mis-statement.

3.2 An audit involves performing procedures to obtain audit evidence about the amounts and disclosure in the financial statements. The procedures selected depend on the auditor's judgement, 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 control relevant to the company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting principles used and reasonableness of the accounting estimates made by the management, as well as evaluating the overall presentation of financial statements.

3.3 We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basisfor our audit opinion.

4. Qualifications

4.1 As per Accounting Policy number 2.8, the Company has valued the investments at cost. As on March 31, 2012 there is a fall in the value of investments. The Company has not made provision for fall in the value of investments to the extent of Rs.35.55 lakhs and profit is overstated to the same extent.

4.2 As per Accounting Policy Number 2.9.1, the company has to value the liability for gratuity on actuarial basis. But, during the financial year company has not made the provision for gratuity which is contrary to accounting policy and accounting standard - 15(revised) - 'Employee Benefits' which requires the liability for gratuity need to be provided on actuarial basis. The effect of non-provision for liability for gratuity on financial statements is not ascertainable since the relevant information is not readily available.

5. Opinion

Subject to the observation referred in Para 4 above, In our opinion and to the best of our information and according to the explanations given to us, the 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 March 31, 2012;

(b) in the case of the Profit and Loss Account, of the Profit for the year ended on that date; and

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

6. Emphasis of Matter

We draw attention to Note No.25.13 of the financial statements regarding the fact that the balances of Sundry Creditors, Sundry Debtors, Loans and advances are subject to confirmation, reconciliation or adjustment, if any. ,

7. Report on other Legal and Regulatory requirements

7.1 As required by the Companies (Auditor's Report) Order, 2003 ("the order"), issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement of the matters specified in paragraphs 4 and 5 of the Order.

7.2 As required by section 227(3) of the Act, we report that:

(a) We have 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 accounts as required by law have been kept by the company so far as appears from our examination of those books;

(c) The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of accounts;

(d) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the accounting standards referred to in sub-section (3C) of section 211 of the Act;

(e) On the basis of written representations received from the directors, as on March 31, 2012, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2012 from being appointed as a director in terms of clause (g) of sub- section (1) of section 274 of the Act;

(f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Act nor has it issued any rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the company.

Based upon the information and explanations furnished to us and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, we report that:

1. In respect of Fixed Assets:

a) The company has maintained proper records showing particulars of fixed assets and has been updated.

b) As explained to us, the fixed assets have been physically verified by the management during the year in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the company and nature of its assets. As informed to us, no material discrepancies were noticed on such physical verification.

c) The company has not disposed off substantial part of fixed assets during the year and therefore do not affect the going concern assumption.

2. In respect of its inventories:

a. As explained to us, inventories have been physically verified by the management during the year. In our opinion, frequency of verification is reasonable.

b. In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c. The Company is maintaining proper records of inventory. As explained to us, there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

3. In respect of loans secured or unsecured, granted or taken by the Company tofrom Companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

a. As informed to us, during the year, the company has not granted any loans, secured or unsecured to companies, firms and other parties covered under register maintained under Section 301 ofthe Companies Act, 1956. Hence commenting on Paragraph 3(a) to 3(d) of the said order does not arise.

b. During the year, company has taken loan from two parties amounting to Rs.50.25 Lakhs and repaid to the extent of Rs.80.56 Lakhs to three parties. The maximum balance outstanding at any time during the year was Rs.66.70 lakhs. The year-end balance of loans taken from such parties was Rs.19.18 Lakhs.

c. In our opinion and according to the information and explanations given to us in respect of loans taken by the Company, the rate of interest, wherever applicable and other terms and conditions are not prima facie prejudicial to the interest of the Company.

d. In respect of loans taken by the Company the payment of principal and interest is as per the understanding with the parties.

4. In our opinion and according to the information and explanations given to us, there exists 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 with regard to the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

5. In respect of transactions covered under section 301 ofthe Companies Act, 1956;

a. According to the information and explanations provided by the management, we are of the opinion that the particulars of transactions made in pursuance of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 that need to be entered into the register maintained under section 301 have been so entered.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements exceeding the value of Rupees five lakhs has been entered into during the financial year at a price which is reasonable having regard to prevailing market prices at the relevant time.

6. During the year, Company has not accepted any deposits from the public. Hence commenting on the compliance of Section 58Aand 58AAof the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975 does not arise.

7. In our opinion, the Company has an internal audit function commensurate with the size and nature of its business.

8. To the best of our Knowledge and as explained, the central government has not prescribed maintenance of Cost Records under clause (d) subsection (1) of section 209 of the Companies Act, 1956 for the products of the company.

9. In respect of statutory dues:

a. According to the records of the Company, undisputed statutory dues including Investor Education and Protection Fund, Employees' State Insurance, Sales Tax, Service Tax, Income Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory dues have been generally regularly deposited with the appropriate authorities though there is a delay in remittance of TDS in some cases.

Further, since the Central Government has till date not prescribed the amount of cess payable under section 441A of the Companies Act, 1956, we are not in a position to comment upon the regularity or otherwise of the company in depositing the same.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, custom duty, excise duty, provident fund, investor education and protection fund, Employees state insurance, service tax and cess and other undisputed statutory dues were outstanding, at the year end, for the period of more than six months from the date they became payable.

c. According to the information and explanations given to us, there are no dues of sales tax, income tax, custom duty, wealth tax, excise duty, cess and service tax which have not been deposited on account of any dispute.

10. The Company has no accumulated losses and has not incurred any cash losses during the financial year covered by our audit or in the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to the banks.

12. According to the information and explanations given to us and based on the records produced to us, Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund/society. Therefore the provisions of Paragraph 4 (xiii) of the Companies (Auditor's Report) Order, 2003 (as amended) are not applicable to the Company.

14. The company is not dealing in or trading in shares, securities, and debentures. But company has invested the surplus funds to earn the income from investment. According to information and explanation given to us and in our opinion:

- The company has maintained the records for transactions and contracts entered into for purchase and sale of shares and Securities.

- Investments are in the company's own name.

15. According to information given to us and based on the records and documents produced to us, during the financial year, company has not given guarantee for loan taken by others from banks or financial institutions. Hence commenting on the prejudicial to the interest of the company does not arise.

16. In our opinion, the term loans have been applied for the purpose for which they were raised.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short -term basis have been used for long-term investment.

18. The Company has not made any preferential allotment of shares to parties and Companies covered in the register maintained under section 301 of the Companies Act, 1956. Hence commenting on the prejudicial of issue price to the interest of the company does not arise.

19. During the year, the Company has not issued Debentures.

20. The Company has not raised any money by way of public issue during the year. Hence verification of the end use of the same does not arise.

21. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanation given by the management, we report that no fraud on or by the company has been noticed during the course of our audit.

For MSSV & CO.

Chartered Accountants

Firm Reg. No. 001987S

Place : Bangalore D. R. Venkatesh

Date : 24th May, 2012 Partner

Membership No. 025087

---

Mar 31, 2011

1. We have audited the attached Balance Sheet of M/s. SUNIL AGRO FOODS LIMITED, as at March 31,2011 and also the Profit & Loss Account and Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material mis-statement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 (as amended), issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. 4.1 As per Accounting Policy number.8 the

Company has valued the investments at cost. As on March 31, 2011 there is a fall in the value of investments. The Company has not made provision for fall in the value of investments to the extent offts. 29.75 lakhs and profit is overstated to the same extent.

4.2 As per Accounting Policy Number 9.1, the company has to value the liability for gratuity on actuarial basis. But, during the financial year company has not made the provision for gratuity which is contrary to accounting policy and accounting standard - 15(revised) - 'Employee Benefits' which requires the liability for gratuity need to be provided on acruarial basis. The effect of non provision for liability for gratuity on financial statements is not ascertainable since the relevant information is not readily available.

5. Further to our comments above, we report that:

5.1 We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit.

5.2 In our opinion, proper books of accounts as required by law have been kept by the company so far as appears from our examination of those, books;

5.3 The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of accounts;

5.4 Subject to the observation referred in Para 4 above, in our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the mandatory accounting standards, referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

5.5 On the basis of written representations received from the directors, as on March 31, 2011, and taken on record by the Board of Directors, we report that none of the directors are disqualified as on March 31,2011 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

6. Subject to our comments as referred in Para 3 and 4 above, in our opinion and to the best of our information and according to the explanations given to us; the said accounts read together with the significant accounting policies & Notes to accounts thereon, gives the information required by the Companies Act, 1956, 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 March 31, 2011;

(b) in the case of the Profit and Loss Account, of the Profit of the Company for the year then ended on that date; and

(c) in the case of Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

ANNEXURE TO AUDITORS' REPORT Referred to in paragraph 3 of our report of even date

Based upon the information and explanations furnished to us and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, we report that:

1. In respect of Fixed Assets:

a) The company has maintained proper records showing particulars of fixed assets and has been updated.

b) As explained to us, the fixed assets have been physically verified by the management during the year in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the company and nature of its assets. As informed, no material discrepancies were noticed on such physical verification.

c) The company has not disposed off substantial part of fixed assets during the year and therefore do not affect the going concern assumption.

2. In respect of its inventories:

a. As explained to us, inventories have been physically verified by the management during the year. In our opinion, frequency of verification is reasonable.

b. In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c. The Company is maintaining proper records of inventory. As explained to us, there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

3. In respect of loans secured or unsecured, granted or taken by the Company to/from Companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

a. As informed, during the year, the company has not granted any loans, secured or unsecured to companies, firms and other parties covered under register maintained under Section 301 of the Companies Act, 1956. Hence commenting on Paragraph 3(a) to 3(d) of the said order does not arise.

b. During the year, company has taken loan from three parties amounting to Rs.36.24 Lakhs and repaid to the extent of Rs.54.04 Lakhs to three parties. The maximum balance outstanding at any time during the year was Rs.83.62 lakhs. The year-end balance of loans taken from such parties was Rs.51.71 Lakhs.

c. In our opinion and according to the information and explanations given to us in respect of loans taken by the Company, the rate of interest, wherever applicable and other terms and conditions are not prima facie prejudicial to the interest of the Company.

d. In respect of loans taken by the Company the payment of principal and interest is as per the understanding with the parties.

4. In our opinion and according to the information and explanations given to us, there exists 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 with regard to the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

5. In respect of transactions covered under section 301 of the Companies Act, 1956;

a. According to the information and explanations provided by the management, we are of the opinion that the particulars of transactions made in pursuance of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 that need to be entered into the register maintained under section 301 have been so entered.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements exceeding the value of Rupees five lakhs has been entered into during the financial year at a price which is reasonable having regard to prevailing market prices at the relevant time.

6. During the year, Company has not accepted any deposits from the public. Hence commenting on the compliance of Section 58A and 58AA of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules 1975 does not arise.

7. In our opinion, the Company has an internal audit function commensurate with the size and nature of its business.

8. To the best of our Knowledge and as explained, the central government has not prescribed maintenance of Cost Records under clause (d) subsection (1) of section 209 of the Companies Act, 1956 for the products of the company.

9. In respect of statutory dues:

a. According to the records of the Company, undisputed statutory dues including Investor Education and Protection Fund, Employees' State Insurance, Sales Tax, Service Tax, Income Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory dues have been generally regularly deposited with the appropriate authorities.

Further, since the Central Government has till date not prescribed the amount of cess payable under section 441A of the Companies Act, 1956, we are not in a position to comment upon the regularity or otherwise of the company in depositing the same.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, custom duty, excise duty, provident fund, investor education and protection fund, Employees state insurance, service tax and cess and other undisputed statutory dues were outstanding, at the year end, for the period of more than six months from the date they became payable.

c. According to the information and explanations given to us, there are no dues of sales tax, income tax, custom duty, wealth tax, excise duty, cess and service tax which have not been deposited on account of any dispute.

10. The Company has no accumulated losses and has not incurred any cash losses during the financial year covered by our audit or in the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to the banks.

12. According to the information and explanations given to us and based on the records produced to us, Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund/society. Therefore the provisions of Paragraph 4 (xiii) of the Companies (Auditor's Report) Order, 2003 (as amended) are not applicable to the Company.

14. The company is not dealing in or trading in shares, securities, and debentures. But company has invested the surplus funds to earn the income from investment. According to information and explanation given to us and in our opinion:

- The company has maintained the records for transactions and contracts entered into for purchase and sale of shares and Securities.

- Investments are in the companies own name.

15. According to information given to us and based on the records and documents produced to us, during the financial year, company has not given guarantee for loan taken by others from banks or financial institutions. Hence commenting on the prejudicial to the interest of the company does not arise.

16. In our opinion, the term loan has been applied for the purpose for which they were raised.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short -term basis have been used for long -term investment.

18. The Company has not made any preferential allotment of shares to parties and Companies covered in the register maintained under section 301 of the Companies Act, 1956. Hence commenting on the prejudicial of issue price to the interest of the company does not arise.

19. During the year, the Company has not issued Debentures.

20. The Company has not raised any money by way of public issue during the year. Hence verification of the end use of the same does not arise.

21. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanation given by the management, we report that no fraud on or by the company has been noticed during the course of our audit.

For MSSV & CO. Chartered Accountants Firm Reg. No. 001987S

D.R.Venkatesh Partner Membership No. 25087

Place Bangalore Date 30th May, 2011

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of Messrs SUNIL AGRO FOODS LIMITED, as at March 31,2010 and also the Profit & Loss Account and Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with Auditing Standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the Financial Statements are free of material mis- statement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the Accounting Principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 (as amended), issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the annexure referred to above, we report that:

4.1 We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit.

4.2 In our opinion, proper books of accounts as required by law have been kept by the Company so far as appears from our examination of those books;

4.3 The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of accounts;

4.4 Subject to the observation referred in Para 4.6 below, in our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the mandatory Accounting Standards, referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

4.5 On the basis of written representations received from the Directors, as on March 31, 2010, and taken on record by the Board of Directors, we report that none of the Directors are disqualified as on March 31,2010 from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

4.6 As per Accounting Policy number 8 the Company has valued the investments at cost. As on March 31, 2010 there is a fall in the value of investments. The Company has not made provision for fall in the value of investments to the extent of Rs. 21.64 lakhs and profit is overstated to the same extent.

4.7 Subject to our comments as referred in Para 3 and 4.6 above, in our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the significant Accounting Policies & Notes to Accounts thereon, gives the information required by the Companies Act, 1956, 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 March 31,2010;

(b) in the case of the Profit and Loss Account, of the Profit of the Company for the year then ended on that date; and

(c) in the case of Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

ANNEXURE TO AUDITORS REPORT Referred to in paragraph 3 of our report of even date

Based upon the information and explanations furnished to us and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, we report that:

1. In respect of Fixed Assets:

a) The Company has maintained proper records showing particulars of fixed assets and has been updated.

b) As explained to us, the fixed assets have been physically verified by the Management during the year in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. As informed, no material discrepancies were noticed on such physical verification.

c) The Company has not disposed off substantial part of fixed assets during the year and therefore do not affect the going concern assumption.

2. In respect of its inventories:

a. As explained to us, inventories have been physically verified by the Management during the year. In our opinion, frequency of verification is reasonable.

b. In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c. The Company is maintaining proper records of inventory. As explained to us, there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

3. In respect of loans secured or unsecured, granted or taken by the Company to/from Companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956.

a. As informed, during the year, the Company has not granted any loans, secured or unsecured to companies, firms and other parties covered under register maintained under Section 301 of the Companies Act, 1956. Hence commenting on para vs clause 3(a) to 3(d) of the said order does not arise.

b. During the year, the Company has taken loan from three parties amounting to Rs.64.34 Lakhs and repaid to the extent of Rs.79.26 Lakhs to three parties. The balance payable as on the balance sheet date is Rs. 70.85 Lakhs.

c. In our opinion and according to the information and explanations given to us in respect of loans taken by the Company, the rate of interest, wherever applicable and other terms and conditions are not prima facie prejudicial to the interest of the Company.

d. In respect of loans taken by the Company the payment of principal and interestas per the understanding of the parties.

4. In our opinion and according to the information and explanations given to us, there exists 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 with regard to the sale of goods and services. During the course of our audit, no major weaknesses has been noticed in the internal control system in respect of these areas.

5. In respect of transactions covered under Section 301 of the Companies Act, 1956;

a. According to the information and explanations provided by the Management, we are of the opinion that the particulars of transactions made in pursuance of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 that need to be entered into the Register maintained under Section 301 have been so entered.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of -such contracts or arrangements exceeding the value of Rupees five lakhs has been entered into during the financial year at a price which is reasonable having regard to prevailing market prices at the relevant time.

6. During the year, the Company has not accepted any deposits from the public. Hence commenting on the compliance of Section 58A and 58AA of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975 does not arise.

7. In our opinion, the Company has an internal audit function to commensurate with the size and nature of its business.

8. To the best of our Knowledge and as explained, the Central Government has not prescribed maintenance of Cost Records under clause (d) subsection (1) of Section 209 of the Companies Act, 1956 for the products of the Company.

9. In respect of statutory dues:

a. According to the records of the Company, undisputed statutory dues including Investor Education and Protection Fund, Employees State Insurance, Sales Tax, Service Tax, Income Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, custom duty, excise duty, provident fund, investor education and protection fund, Employees state insurance, service tax and cess and other undisputed statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

c. According to the information and explanations given to us, there are no dues of sales tax, income tax, custom duty, wealth tax, excise duty, cess and service tax which have not been deposited on account of any dispute.

10. The Company has no accumulated losses which is in excess of 50% of its net worth and has not incurred any cash losses during the financial year covered by our audit or in the immediately preceeding financial year.

11. Based on our audit procedures and according to the information and explanations given by the Management, we are of the opinion that the Company has not defaulted in repayment of dues to the Banks.

12. According to the information and explanations given to us and based on the records produced to us, Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund/society. Therefore the provisions of para vs clause 4 (xiii) of the Companies (Auditors Report) Order, 2003 (as amended) are not applicable to the Company.

14. The Company is not dealing in or trading in shares, securities, and debentures. But the Company has invested the surplus funds to earn the income from investment. According to information and explanations given to us and in our opinion:

- The Company has maintained the records for transactions and contracts entered into for purchase and sale of Shares and Securities.

- Investments are in the companies own name.

15. According to information given to us and based on the records and documents produced to us, during the financial year, the Company has not given guarantee for loan taken by others from banks or financial institutions. Hence commenting on the prejudicial to the interest of the Company does not arise.

16. In our opinion, term loan has been applied for the purpose for which they were raised.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long -term investment.**

18. The Company has not made any preferential allotment of shares to parties and Companies covered in the Register maintained under Section 301 of the Companies Act, 1956. Hence commenting on paragraph 18 of Company Audit Report Order, 2003 does not arise.

19. During the year, the Company has not issued Debentures.

20. The Company has not raised any money by way of public issue during the year. Hence verification of the end use of the same does not arise.

21. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the informations and explanations given by the Management, we report that no fraud on or by the Company has been noticed during the course of our audit.

For MSSV & CO.

Chartered Accountants

Firm Reg. No. 001987S

Place : Bangalore D. R. Venkatesh

Date : 31st July, 2010 Partner

Membership No. 25087