ఆడిటర్ నివేదిక CIAN Agro Industries & Infrastructure Ltd.

Mar 31, 2025

1. We have audited the accompanying Standalone Financial statements of CIAN Agro Industries & Infrastructure
Limited (''the Company'') which comprise of the Balance Sheet as at 31 st March 2025. the Statement of Profit
and Loss (including other comprehensive income). Statement of Changes in Equity and Statement of Cash
Flows for the year then ended and notes to the financial statemenL including material accounting policies and
other explanatory information (hereinafter referred to as * Standalone Financial Statements'').

2. In our opinion and to the best of our information and according to the explanations given to us. the aforesaid
Standalone Financial Statements give the information required by the Companies Act 2013 (''Act") in the
manner so required and give a true and fair view, in conformity with the Indian Accounting Standards
prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules. 2015.
as amended. (’Ind AS") and accounting principles generally accepted in India, of the state of affairs of the
Company as at 31stMarch 2025. and its profit and other comprehensive income, changes in equity and cash
flows for the year ended on that date.

Basis for Opinion

3. We conducted our audit in accordance with the Standards on Auditing (SAs) specified under
section143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further descrtsed
in the Auditor’s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We
are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered
Accountants of India together with the ethical requirements that are relevant to our audit of the 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 3udit evidence we have obtained is sufficient and appropriate to provide a basts for our opinion on the
standalone financial statements.

Emphasis of Matter

4. We draw attention to

a. Note No. 2.1 to the financial statements, which describes that the Company has revised its estimation
for the revaluation cycle of certain classes of non-volatile Property. Plant and Equipment from 3 years
to 5 years, in accordance with the requirements of Ind AS 16 Property, Plant and Equipment. This
change has been made during the current financial year based on a change in management s
estimate.

b. Note No. 4 Non-Current Investments'' where the Company has valued investment in equity shares of
bank at cost.

c. Note No. 29 Other Income and 24 Trade Payables, where the Company has written back certain trade
payables that were outstanding for a period exceeding three to five years during the current financial
year. Such balances were derecognized and credited to the Statement of Profit and Loss

Our opinion is not modified in respect of the above.

Key Audit Matters

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

Key Audit Matters (KAM)
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Why the matter was considered to be one of most significance in the audit	How the matter was addressed in our audit
The company had given and received advance payments for trade transactions. These advances were subsequently reassessed based on current facts and circumstances. Accordingly, these balances were reclassified as financial assets or financial liabilities under Ind AS 109 - Financial Instruments, and subsequently measured at fair value in accordance with Ind AS 113 - Fair Value Measurement. The resulting fair value changes were recognised in the Statement of Profit and Loss as per the requirements of Ind AS 109. Given the materiality of the balances, the judgement involved in reclassification and valuation, and the impact on the financial statements, this was considered a key audit matter.	• Reviewed historical transaction data and account activity. • Evaluated the basis for reclassification of these balances as financial assets or financial liabilities in accordance with the principles of Ind AS 109. • Reviewed and assessed the appropriateness of the valuation methodology and key assumptions applied by management to measure the fail value of these balances, including discount rates, expected timing of settlement, and credit risk considerations, as required under Ind AS 113 - Fair Value Measurement. • Reviewed disclosures In the financial statements to assess compliance with Ind AS 109 and Ind AS 113, particularly in relation to financial instruments, valuation techniques, and fair value hierarchy.

Other Information

6. The Company''s Management and Board of Directors are responsible for the other information. The other
information comprises the information included in the Company''s annual report but does not include the
Standalone financial statements. Consolidated Financial Statements and our auditors'' reports) thereon The
Company’s Annual report is expected to be made available to us after the date of this auditor''s report

7. Our opinion on the standalone financial statements does not cover the other information and we do not express
any form of assurance conclusion thereon

8. In connection with our audit of the Standalone financial statements, our responsibility is to read the other
information identified above when it becomes available and, in doing so, consider whether the other
information is materially inconsistent with the standalone financial statements or our knowledge obtained in the
audit, or otherwise appears to be materially misstated.

Responsibilities of Management and Those Charged with Governance for the
Standalone Financial Statements

9. The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act.
2013 (''Act") with respect to the preparation of these standalone financial statements that give a true and fair
view of the state of affairs, profit/ loss and other comprehensive income, changes in equity and cash flows of
the Company in accordance with the accounting principles generally accepted in India, including the Indian
Accounting Standards (Ind AS) specified under Section 133 of the Act, of the Companies (Accounts) Rules.
2015. This responsibility also includes maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and
other irregularities; selection and application of appropriate accounting policies, ; making judgments and
estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal
financial controls, that were operating effectively for ensuring the accuracy and completeness of the
accounting records, relevant to the preparation and presentation of the standalone financial statements that
give a true and fair view and are free from material misstatement whether due to fraud or error

In preparing the Standalone Financial Statements. Management and Board of Directors are responsible for
assessing the Company’s ability to continue as a going concern, disclosing, 3S applicable, matters related to
going concern and using the going concern basis of accounting unless the board of Directors either intends to
liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The respective Board of Directors of the company are responsible for overseeing the Company''s financial
reporting process.

Auditor’s Responsibility for the Audit of the Standalone Financial Statements

10. Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if. individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of these standalone
financial statements

As part of an audit in accordance with SAs. we exercise professional judgment and maintain professional
skepticism throughout the audit. We also:

a. Identify and assess the risks of material misstatement of the standalone financial statements, whether
due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The nsk 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.

b. 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(3X0 of the Companies Act. 2013. we are also
responsive for expressing our opinion on whether the company has adequate internal financial
controls with reference to financial statements in place and the operating effectiveness of such
controls

c. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the Management and Board of Directors.

d. Condude on the appropriateness of Management and Board of Directors use of the going concern
b3sts of accounting in preparation of standalone financial statements 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 auditors'' report However,
future events or conditions may cause the Company to cease to continue as a going concern.

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

11. 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 auditors'' 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.

Report on Other Legal and Regulatory Requirements

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

13. A) As required by section 143 (3) of the Act. we report that

a. We have sought and obtained 3ll the information and explanations which to the best of our knowledge
and belief were necessary for the purpose of our audit

b. In our opinion proper books of account as required by law have been kept by the Company so far as it
appears from our examination of those books except for the matter stated in paragraph 13(B)(f) below on
reporting under Rule 11 (g) of the Companies (Audit and Auditors) Rule.2014.

c. The Standalone Balance Sheet the Standalone Statement of Profit and Loss s (including other
comprehensive income), the Standalone Statement of Changes in Equity and the Standalone Statement
of Cash Flow dealt with by this Report are in agreement with the books of account.

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

Rules. 2015.

e. On the basis of 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 31stMarch, 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 with reference to financial statements of the
Company and the operating effectiveness of such controls, refer to our separate Report in “Anncxurc B".

g. The opinion relating to maintenance of accounts and other matters connected there with are as stated in
paragraph 13(B)(f) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules,
2014.

B) 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:

a. The Company does not have any pending litigations which would impact on its financial position.

b. The Company did not have any material foreseeable losses on long-term contracts including
derivative contracts dunng the year ended 31 March 2025

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

d. (i) The management has represented that, to the best of their knowledge and belief, as disclosed in
the Note 39(v) to the standalone financial statements, no funds have been advanced or loaned or
invested (either from borrowed funds or share premium or any other sources or kind of funds) by the
company to or in any other persons) or entity(ies). including foreign entities ("Intermediaries’), with
the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether,
directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by
or on behalf of the company (’Ultimate Beneficiaries'') or provide any guarantee, security or the like
on behalf of the Ultimate Beneficiaries:

(fi) The management has represented, that, to the best of it s knowledge and belief, as disclosed in
the Note39(vi) to the standalone financial statements, no funds have been received by the company
from any person(s) or entity(ies), including foreign entities ("Funding Parties''), with the
understanding, whether recorded in writing or otherwise, that the company shall, whether, directly or
indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the Funding Party (*Ultimate Beneficiaries") or provide any guarantee, security or the like
on behalf of the Ultimate Beneficiaries

(iii) Based on audit procedures performed that have been considered reasonable and appropriate in
the circumstances, nothing has come to our notice that has caused us to believe that the
representations under sub-clause (i) and (ii) contain any material mis-statement

e. The company has not declared or paid any dividend during the year, hence there is no contravention of
the provisions of section 123 of the Companies Act. 2013.

f. The reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules. 2014 is applicable from 1
April 2023

Based on our examination which induded test checks, and communication done, except tor the instances mentioned
below, the Company has used accounting software for maintaining its books of account, which has a feature of recording
audit trail (edit log) fadlity and the same has operated throughout the year for all relevant transactions recorded in the
respective software.

i. There is no frontend facility available to disable or enable the audit logs; this function is controlled exdusively
through the database system.

ii. The system is designed without an automatic mechanism to send alerts to higher authorities regarding the
disabling of the audit trail.

Our opinion is not modified on the above matter

h. With respect to the other matters to be induded in the Auditor''s Report in accordance with the requirements of

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 excess of the limits laid down under Section 197 of the Companies Act 2013.
However, the Company has passed a special resolution in the general meeting, in accordance with the provisions of the
first proviso to Section 197(1), enabling such payment Accordingly, the remuneration paid is in compliance with the
provisions of 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 P. G. Joshi & Co.,
Chartered Accountants
FRN; 104416W

CA Avinash Joshi

Partner
M No J 030904

Place : Nagpur

Date: 30/05/2025

UDIN: 250309Q4BMJPFN9121

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Mar 31, 2023

1. We have audited the accompanying financial statements of CIAN Agro Industries & Infrastructure Limited (“the Company") which comprise of the Balance Sheet as at 31st March 2023, the Statement of Profit and Loss (including other comprehensive income), the Cash Flow Statement, Statement of Changes in Equity for the year then ended and notes to financial statement, including a summary of the Significant Accounting Policies and other explanatory information (hereinafter referred to as “Financial Statements").

2. 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, including Ind AS, of the state of affairs of the Company as at 31stMarch 2023, and its profit &loss, other comprehensive income, changes in equity and cash flows for the year ended on that date.

iasis for Opinion

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

mphasis of Matter

4. We draw attention to

a. Note No 6 ‘Investment'' where the Company has invested in Optionally Convertible Debentures of Manas Power Ventures Pvt. Ltd.

b. Note No. 23 ''Current- other financial liabilities'' regarding the performance security received from Khare and Tarkunde Infrastructure Pvt. Ltd. (KTIPL) amounting to Rs. 2,850.00 Lakhs during the year.

c. Note No. 34 ‘Other expenses'' wherein ‘Other Indirect Expenses'' amounting to Rs.359.20 Lakhs include balance written off pertaining to M/s B.Y. Agro& Infra Ltd., which is under liquidation.

Our opinion is not modified in respect of the above.

Key Audit Matters

5. Key audit matters (‘KAM'') 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.

Key Audit Matters (KAM)

Sr. No.	Description of Key Audit Matter	Why the matter was considered to be one of most significance in the audit	How the matter was addressed in the audit
A.	Other current assets	The company has paid an amount of Rs.542.50 Lakhs and Rs.1,945 Lakhs to Varron Aluminium Private Limited on 29th April,2022 and 27th March, 2023 respectively. The company had paid Rs.250 Lakhs during previous financial year. The said amount is paid towards Resolution Plan (RP) in Corporate Insolvency Resolution Process (CIRP).	Varron Aluminium Private Limited (VAPL) was under insolvency proceedings under IBC 2016. The auditee company had submitted a Resolution Plan (RP). The Hon. NCLT had accepted the RP of the auditee company and in its order delivered on 19thJanuary 2022. The shares were not transferred in the name of auditee company since the status of VAPL was inactive. However, Hon. NCLT delivered order on 23rd March 2023 directing ROC to change the status to ACTIVE. As of 31st March 2023, further process to acquire the equity is going on. We have verified the correctness of the events, documents, and amounts effected during the period. We have also ensured the compliance with the recognition and disclosure requirements of the standard.

Other Information

6. The Company''s management and Board of Directors are responsible for the other information. The other information comprises the information included in the Company''s annual report, but does not include the financial statements and our auditors'' report thereon. Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

7. 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.

Management’s Responsibility for the Financial Statements

8. The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes 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 implementation & maintenance accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management and Board of Directors are responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Board of Directors is also responsible for overseeing the Company''s financial reporting process.

Auditor’s Responsibility

9. Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

a. 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.

b. 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 CompaniesAct, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

c. Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors'' report. However, future events or conditions may cause the Company to cease to continue as a going concern.

d. 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.

e. Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone 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 standalone financial statements

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

Other Matter

11. a) There is a GST demand currently under dispute with the Appellate Authority, where the company believes it will receive a favorable decision. The table below provides details and the status of the demand in dispute:

Sr. No.	Particulars	Amount Rs. (Lakhs)	Status
1.	Excess availment of ITC	130.21	In dispute at Appellate Tribunal

b) Fair Market Value of Fly Ash Blocks, included in Inventory of Finished Goods could not be ascertained for comparison with the cost. The Valuation is taken on the basis of cost to the Company.

Our opinion is not modified in respect of the same.

Report on Other Legal and Regulatory Requirements

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

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

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

b. In our opinion proper books of account as required by law have been kept by the Company so far as 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 standalone financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e. On the basis of written representations received from the directors as on 31stMarch, 2023taken on record by the Board of Directors, none of the directors is disqualified as on 31stMarch, 2023 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”.

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

i. The Company does not have any pending litigations which would impact on its financial position other than as mentioned in para 11(a) related to GST.

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.

iv. (a) The management has represented that, to the best of it''s knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (“Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

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

(c) Based on audit procedures which we considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) contain any material mis-statement.

v. The company has not declared or paid any dividend during the year, hence no there is no contravention of the provisions of section 123 of the Companies Act, 2013.

h. With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

For P. G. Joshi & Co.,

Chartered Accountants FRN : 104416W

CA Ashutosh Joshi

Partner M. No.: 038193

Place : Nagpur

Date : 29-05-2023

UDIN : 23038193BGPXKX1544

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Mar 31, 2018

Report on the Financial Statements

We have audited the accompanying (Standalone) financial statements of CIAN Agro Industries & Infrastructures Limited which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss, Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes 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.

Auditor’s Responsibility

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

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

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, 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.

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

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2018, and its Profit & Loss and its Cash Flow for the year ended on that date.

EMPHASIS OF MATTER

Without qualifying our opinion, attention is drawn to:

A) Note No. 27In respect of Advances Written off of Rs.90,93,545.33 & Note No. 23 In respect of Advances Written Back of Rs.1,60,26,783.11, in line with the current accounting policy of the Company.

Report on Other Legal and Regulatory Requirements

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

2. As required by section 143 (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 purpose of our audit;

b. In our opinion proper books of account as required by law have been kept by the Company so far as 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 (Standalone) financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e. On the basis of written representations received from the directors as on March 31, 2018taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018 from being appointed as a director in terms of Section 164 (2) of the Act.

f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.

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

i. The Company does not have any pending litigations which would impact its financial position.

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

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

“Annexure A” to the Independent Auditors’ Report

Referred to in paragraph 1 under the heading ‘Report on Other Legal & Regulatory Requirement’ of our report of even date to the financial statements of the Company for the year ended March 31, 2018:

1) In respect of Fixed Assets:

(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets;

(b) The Fixed Assets have been physically verified by the management in a phased manner, designed to cover all the items over a period of one year, which in our opinion, is reasonable having regard to the size of the company and nature of its business. Pursuant to the program, the fixed asset has been physically verified by the management during the year and no material discrepancies between the books records and the physical fixed assets have been noticed, as confirmed by the management.

(c) The title deeds of immovable properties are held in the name of the company.

2) In respect of Inventory:

(a) The stocks have been physically verified during the year by the management at reasonable intervals. In our opinion, the frequency of verification is reasonable.

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

(c) On the basis of our examination of the inventory records of the company, we are of the opinion that, the company is maintaining proper records of its inventory. As informed to us there were no discrepancies noticed on physical verification between the physical stock and the book records.

3) The Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability partnerships or other parties covered in the Register maintained under section 189 of the Act. Accordingly, the provisions of clause 3 (iii) (a) to (C) of the Order are not applicable to the Company and hence not commented upon.

4) In our opinion and according to the information and explanations given to us, the company has complied with the provisions of section 185 and 186 of the Companies Act, 2013 In respect of loans, investments, guarantees, and security.

5) The Company has not accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptance of Deposit) Rules, 2015 with regard to the deposits accepted from the public are not applicable.

6) As informed to us, the maintenance of Cost Records has not been specified by the Central Government under subsection (1) of Section 148 of the Act, in respect of the activities carried on by the company.

7) (a) According to information and explanations given to us and on the basis of our examination of the books of account, and records, the Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax, Goods &Service Tax(GST) and any other statutory dues with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the above were in arrears as at March 31, 2018 for a period of more than six months from the date on when they become payable.

b) According to the information and explanation given to us, there are no dues of income tax, sales tax, service tax, goods &service tax outstanding on account of any dispute.

8) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks. The Company has taken Term Loans from Banks and outstanding as on 31st March 2018 is as follows:

1. Nagpur Nagrik Sahakari Bank Ltd. Rs. 13,16,182.00

2. Samruddhi Co-Op Bank Ltd. Rs. 6,13,126.00

3. Yes Bank Ltd. Rs. 15,98,359.00

9) Based upon the audit procedures performed and the information and explanations given by the management, the company has not raised moneys by way of initial public offer or further public offer including debt instruments. Term Loans taken from Banks have been utilised for the purpose they were raised.

10) Based upon the audit procedures performed and the information and explanations given by the management, we report that no fraud by the Company or on the company by its officers or employees has been noticed or reported during the year.

11) Based upon the audit procedures performed and the information and explanations given by the management, the managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act;

12) In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 4 (xii) of the Order are not applicable to the Company.

13) In our opinion, all transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 and the details have been disclosed in the Financial Statements as required by the applicable accounting standards.

14) Based upon the audit procedures performed and the information and explanations given by the management, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of clause 3 (xiv) of the Order are not applicable to the Company and hence not commented upon.

15) Based upon the audit procedures performed and the information and explanations given by the management, the company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, the provisions of clause 3 (xv) of the Order are not applicable to the Company and hence not commented upon.

16) In our opinion, the company is not required to be registered under section 45 IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions of clause 3 (xvi) of the Order are not applicable to the Company and hence not commented upon.

“Annexure B” to the Independent Auditor’s Report of even date on the Standalone Financial Statements of CIAN Agro Industries & Infrastructures Limited Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013

We have audited the Internal financial controls over financial reporting of CIAN Agro Industries & Infrastructures Limited as of March 31, 2018in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

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

Auditors’ Responsibility

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

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

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting. However, properly documented processes/ policies for recording of purchase, Sales, Manufacturing activity, inventory, payroll statutory compliances etc., were not available for our verification.

Meaning of Internal Financial Controls Over Financial Reporting

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

Inherent Limitations of Internal Financial Controls Over Financial Reporting

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

Emphasis of Matter

Attention is drawn to non-availability of properly documented processes/ policies for recording of purchase, Sales, Manufacturing activity, inventory, payroll statutory compliances etc. Tracking of processes to confirm controls was not possible in absence of such documentation. Attention is also drawn in respect of accounting software where no controls are in place and everyone is allowed to pass and rectify the entries in the asystem. Log regarding the changes made in the system not maintained.However, our opinion in not qualified on the above matters.

Opinion

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

For and on behalf of

P. G. Joshi & Co

Chartered Accountants

FRN: 104416W

Ashutosh Joshi

Partner

M. No.: 038193

Place : Nagpur

Date : 30th May 2018

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Mar 31, 2013

We have audited the accompanying financial statements of Umred Agro Complex Ltd. ("The Company"), which comprise the Balance sheet as at March 31, 2013, and The Statement of Profit & Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information. 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 fair presentation of the financial statements that are fee from material misstatement, whether due to fraud or error. Auditors'' Responsibility Our responsibility is to express a 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 misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures select 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. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

Opinion

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 31,2013;

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

c) In the case of the Cash Flow Statements of the cash flows for the year ended on that date.

Report on Other and Regulatory Requirements

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 statements on the matters specified in paragraphs 4 and 5 of the Order.

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 purpose of our audit;

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

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

d) In our opinion, the Balance Sheet, Statement of Profit & 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, 2013, and taken on record by the Board of Directors, none oj the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub - section (1) of section 274 of the Act.

(Referred to in paragraph (3) of our report of even date)

1. In respect of its Fixed Assets:

a) The Company has maintained records showing particulars regarding quantitative details and situation of Fixed Assets. However the format for this purpose differs from the one suggested under CARO-2003.

b) According to the information and explanations given to the fixed assets have been physically verified by the management at reasonable interval of time. In our opinion, the frequency of verification is reasonable having regard to the size of the company and the nature of fixed assets. To the best of our knowledge, no material discrepancies were noticed on such verification.

c) During the year company has not disposed off substantial part of fixed assets. Accordingly the provisions of clause 4(i) (c) of the companies (Auditor''s Report) order 2003 are not applicable to the company.

2 In respect of its inventories:

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

b) )ln our opinion and according to 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) In our opinion and according to information and explanations given to us, the company is maintaining proper records of inventory. According to the information and explanation furnished to us, list of physical inventory is taken at the year-end and no material discrepancy noticed on such verification.

3. The company has not granted or taken any loans, secured or unsecured to/from companies, firms or other parties covered in the register maintained under section 301 of the companies act, 1956.

4. In our opinion and according to information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business for the purchase of inventory, fixed assets and also for the sale of goods. During the course of our audit, no major weaknesses have been noticed in the internal control. 5 In respect of the contracts or arrangements referred to in Section 301 of the Companies Act, 1956:

a) In our opinion and according to information and explanation given to us, the transactions that need to be entered in to the register maintained under section 301 of the Companies Act 1956 have been so entered.

b) In our opinion and according to information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 and exceeding the value of Five Lac Rupees in respect of any party during the year have been made at prices which are reasonable having regard to prevailing'' market prices at the relevant time.

6. According to the information and explanations furnished to us, the company has not accepted any public deposits within the meaning of section 58 A and 58 AA of the Companies Act 1956.

7 According to the information and explanations given to us, the company has an internal audit system commensurate with the size and nature of its business. During the year under audit internal audit was carried out departmentally under the supervision of a Chartered Accountant.

8. The Central Government has prescribed maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 in respect of certain manufacturing activities of the Company. We have broadly reviewed .the accounts and records of the company in this connection and are of the opinion, that prima facie, the prescribed accounts and records are have been maintained. We have not, however, made a detailed examination of the same.

9 a) According to the information and explanations furnished to us, during the year, undisputed statutory dues including provident fund,- employees state insurance, income tax, excise duty, and other material statutory dues applicable to it have generally been regularly deposited with appropriate authorities though there has been slight delay in few months.

b) According to the information and

Sr. Name of the Nature of Dues Amount No Institution Status (Rs. In Lacs)

1 Sales Tax Assessed Interest & Penalty_ 52.28

2 Sales Tax Assessed Tax, Interest & Penalty 115.10

3 Sales Tax Assessed Interest & Penalty 11.22

4 Sales Tax Assessed Tax, lnterest& Penalty 81.49

5 Sales Tax Assessed Tax, Interests Penalty 31.37

6 Sales Tax Assessed Interests Penalty 0.28

7 Sales Tax Assessed Interests Penalty 0.99

8 Sales Tax Assessed Interests Penalty 0.50

9 Sales Tax Assessed Tax, Interests Penalty 298.20

10 Sales Tax Assessed Tax, Interests Penalty 437.15

11 Sales Tax Assessed Tax, Interests Penalty 394.98

12 Sales Tax Assessed Tax, Interests Penalty 142.86

13 Sales Tax Assessed Interest & Penalty 1.77



Name of the Period to which Forurn where Institution the amount relates dispute is pending

Salse Tax 1991-92 Sales Tax Dept.

Sales Tax 1992-93 Joint Comm. Sales Tax

Sales Tax 1993-94 Sales Tax Dept

Sales Tax 1994-95 Joint Comm. SalesTax

Sales Tax 1996-97 Tribunal Sales Tax

Sales TAX 1997-98 Sales Tax Dept

Sales TAX 1998-99 Sales Tax Dept.

Sales Tax 1999-00 Sales Tax Dept.

Sales Tax 2000-01 Appellate Authority

Sales Tax 2001-02 Appellate Authority

Sales TAX 2002-03 Appellate Authority

Sales TAX 2003-04 Appellate Authority

Sales Tax 2004-05 SalesTax Dept.

explanations given to us, the details of disputed dues as at the year end, are as above.

10 The accumulated losses of the company are more than fifty percent of its paid up capital and free reserves. The company has incurred cash losses during the financial year covered by our audit.

The company is a sick industrial company within the meaning of Clause (O) of Sub section (1) of the Section 3 of the Sick industrial Companies (Special Provisions) Act 1985 (SICA).The company is implementing rehabilitation scheme sanctioned by BIFR on 24th November 2004.

11 In our opinion and according to the information and explanation given to us there are no over dues payables to Financial Institutions/Banks as on31sl March 2013.

12 According to the information and explanations furnished to us, the company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly the provision of clause 4 (xii) of the Companies (Auditor''s Report) order 2003 are not applicable to the company.

13.According to the information and explanations given to us, the company is not a chit fund or a nidhi mutual benefit fund / society. Accordingly the provision of clause 4 (xiii) of the Companies (Auditor''s Report) order 2003 are not applicable to the company.

14.According to the information and explanations given to us, the company is not dealing in shares, securities, debentures and other investments. Accordingly the provision of clause 4 (xiv) of the Companies (Auditor''s Report) order 2003 are not applicable to the company.

15 According to the information and

explanations given to us, the company has not given any guarantee for loans taken by others from bank or financial institution.

16. According to the information and explanations furnished 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 investments.

17. The company has not made any preferential

allotment of shares to parties and companies covered in the register maintained u/s 301 of the Act, during the year.

18. According to the information and explanations furnished to us, the company has not issued any debentures and hence the provision of clause 4 (xix) of the Companies (Auditor''s Report) order 2003 are not applicable to the company.

19. The Company has not raised any monies by way of public issue during the year.

20. To the best of our knowledge and belief and according to the information and explanations given to us, no frauds on or by the company has been noticed or reported during the course of our audit.

Place: Nagpur For Anil Mardikar & Co.

Date: 31slAugust, 2013 Chartered Accountants

(Anil B. Mardikar)

Partner

Mem.No.32778

FRN-100454W

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Mar 31, 2011

1. We have audited the attached Balance Sheet of Umred Agro Complex Ltd., as at 31st March 2011 and also the Profit and Loss Account and the Cash flow statement for the year elided 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 have conducted our audit in accordance with the 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 misstatement. 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 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 hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order to the extent applicable.

4. Further to our comments in the Annexure referred to above, 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 purpose of our audit.

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

c) The balance sheet and profit and loss account dealt with by this report are in agreement with the books of account.

d) In our opinion, the Balance Sheet and Profit and Loss account 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 to the extent applicable except

i) Treatment of employees benefits as per Accounting Standerd-15 (Revised 2005), as stated in serial no. 10 of significant accounting policies - Schedule 17.

ii) Stock of Bye- Products, which is valued at Net Realizable Value.

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

f) Subject to our observations in Para 4 (d) above, In our opinion to the best of our information and according to the explanations given to us, the said accounts read together with the Significant Accounting Policies and other notes thereon give the information required by the Companies Act, 1956, in the manner- so required, and present a true and fair view in conformity with the accounting principles generally accepted in India:

i) In so far as it relates to Balance Sheet, of the state of affairs of the Company as on March 31,2011;

ii) In so far as relates to the Profit & Loss Account, of the profit of the Company for the year ended on that date; and

iii) In so far as it relates to the Cash Flow Statement, of the cash flow of the Company for the year ended on that date.

ANNEXURETO AUDITOR'S REPORT (Referred to in paragraph (3) of our report of even date)

1. In respect of its Fixed Assets:

a) The Company has maintained records showing particulars regarding quantitative details and situation of Fixed Assets. However the format for this purpose differs from the one suggested under CARO-2003.

b) According to the information and explanations given to the fixed assets have been physically verified by the management at reasonable interval of time. In our opinion, the frequency of verification is reasonable having regard to the size of the company and the nature of fixed assets. To the best of our knowledge, no material discrepancies were noticed on such verification.

c) During the year company has not disposed off substantial part of fixed assets. Accordingly the provisions of clause 4(i) (c) of the companies (Auditor's Report) order 2003 are not applicable to the company.

2. In respect of its inventories:

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

b) In our opinion and according to 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) In our opinion and according to information and explanations given to us, the company is maintaining proper records of inventory. According to the information and explanation furnished to us, list of physical inventory is taken at the year-end and no material discrepancy noticed on such verification.

3. a) The company has not granted or taken any loans, secured or unsecured to/from companies, firms or other parties covered in the register maintained under section 301 of the companies act, 1956.

4. In our opinion and according to information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business for the purchase of inventory, fixed assets and also for the sale of goods. During the course of our audit, no major weaknesses have been noticed in the internal control.

5. In respect of the contracts or arrangements referred to in Section 301 of the Companies Act, 1956:

a) In our opinion and according to information and explanation given to us, the transactions that need to be entered in to the register maintained under section 301 of the Companies Act 1956 have been so entered.

b) In our opinion and according to information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 and exceeding the value of Five Lac Rupees in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. According to the information and explanations furnished to us, the company has not accepted any public deposits within the meaning of section 58 A and 58 AA of the Companies Act 1956.

7. According to the information and explanations given to us, the company has an internal audit system commensurate with the size and nature of its business. During the year under audit internal audit was carried out departmentally under the supervision of a Chartered Accountant.

8. The Central Government has prescribed maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 in respect of certain manufacturing activities of the Company. We have broadly reviewed the accounts and records of the company in this connection and are of the opinion, that prima facie, the prescribed accounts and records are have been maintained. We have not, however, made a detailed examination of the same.

9. a) According to the information and explanations furnished to us, during the year, undisputed statutory dues including provident fund, employees state insurance, income tax, excise duty, and other material statutory dues applicable to it have generally been regularly deposited with appropriate authorities though there has been slight delay in few months.

b) According to the information and explanations given to us, the following are be details of disputed dues as at the year end are as follows:

Statement of Disputed Dues

Sr. Name of the Nature of Dues Amount No Institution Status (Rs. In Lacs)

1 Sales Tax Assessed Interests Penalty 52.02

2 Sales Tax Assessed Tax, Interests 115.10 Penalty

3 Sales Tax Assessed Interests Penalty 10.95

4 Sales Tax Assessed Tax, Interests 81.49 Penalty

5 Sales Tax Assessed Tax, Interests 31.37 Penalty

6 Sales Tax Assessed Interests & Penalty 1.48

7 Sales Tax Assessed Interests & Penalty 1.59

8 Sales Tax Assessed Interests & Penalty 0.90

9 Sales Tax Assessed Tax, Interests 298.20 Penalty

10 Sales Tax Assessed Tax, Interests 367.51 Penalty

11 Sales Tax Assessed Tax, Interests 276.26 Penalty

12 Sales Tax Assessed Tax, Interests 142.86 Penalty

13 Sales Tax Assessed Interests & 3.02 Penalty

Name of the Period to which Forum where Institution the amount relates dispute is pending Sales Tax 1991-92 Sales Tax Dept.

Sales Tax 1992-93 Joint Comm .Sales Tax

Sales Tax 1993-94 Sales Tax Dept

Sales Tax 1994-95 Joint Comm. Sales Tax

Sales Tax 1996-97 Tribunal Sales Tax

Sales Tax 1997-98 Sales Tax Dept

Sales Tax 1998-99 Sales Tax Dept.

Sales Tax 1999-00 Sales Tax Dept.

Sales Tax 2000-01 Appellate Authority Sales Tax 2001-02 Appellate Authority

Sales Tax 2002-03 Appellate Authority

Sales Tax 2003-04 Appellate Authority Sales Tax 2004-05 Sales Tax Dept.

10. The accumulated losses of the company are more than fifty percent of its paid up capital and free reserves. The company has not incurred cash losses during the financial year covered by our audit and the immediate preceding financial year.

The company is a sick industrial company within the meaning of Clause (O) of Sub section (1) of the Section 3 of the Sick industrial Companies (Special Provisions) Act 1985 (SICA). The company is implementing rehabilitation scheme sanctioned by BIFR on 24th November 2004.

11. In our opinion and according to the information and explanation given to us there are no dues payables to Financial Institutions/Banks as on 31st March 2011.

12. According to the information and explanations furnished to us, the company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly the provision of clause 4 (xii) of the Companies (Auditor's Report) order 2003 are not applicable to the company.

13. According to the information and explanations given to us, the company is not a chit fund or a nidhi mutual benefit fund / society. Accordingly the provision of clause 4 (xiii) of the Companies (Auditor's Report) order 2003 are not applicable to the company.

14. According to the information and explanations given to us, the company is not dealing in shares, securities, debentures and other investments. Accordingly the provision of clause 4 (xiv) of the Companies (Auditor's Report) order 2003 are not applicable to the company

15. According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from bank orfinancial institution.

16. In our opinion and according to the information and explanations given to us by the management, the Company has obtained & utilized Term loan of Rs. 37.50 Lacs during the year.

17. According to the information and explanations furnished 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 investments.

18. The company has not made any preferential allotment of shares to parties and companies covered in the register maintained u/s 301 of the Act, during the year.

19. According to the information and explanations furnished to us, the company has not issued any debentures and hence the provision of clause 4 (xix) of the Companies (Auditor's Report) order 2003 are not applicable to the company.

20. The Company has not raised any monies by way of public issue during the year.

21 . To the best of our knowledge and belief and according to the information and explanations given to us, no frauds on or by the company has been noticed or reported during the course of our audit.

For Anil Mardikar & Co. Chartered Accountants FRN-100454W (Anil B. Mardikar) Partner Mem.No.32778

Place : Nagpur Date : 13 August 2011

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Mar 31, 2010

1. We have audited the attached Balance Sheet of Umred Agro Complex Ltd., as at 31st March 2010 and also the Profit and Loss Account and the 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 have conducted our audit in accordance with the 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 misstatement. 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 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 hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order to the extent applicable.

4. Further to our comments in the Annexure referred to above, 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 purpose of our audit.

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

c) The balance sheet and profit and loss account dealt with by this report are in agreement with the books of account.

d) In our opinion, the Balance Sheet and Profit and Loss account 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 to

the extent applicable except

i) Treatment of employees benefits as per Accounting Standerd-15 (Revised 2005), as stated in serial no.10 of significant accounting policies - Schedule 19.

ii) Stock of Bye- Products, which is valued at Net Realizable Value.

iii) Interest on sales tax dues as per the order dated 29th April 2006 of Maharashtra Sales Tax Tribunal for the year 1991-92 and 1993- 94 is not provided for Rs. 63.00 lacs and shown as contingent liabilities pending waiver application is moved with The Sales Tax Authorities on dated 30th March 2007.

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

f) Subject to our observations in Para 4 (d) above, In our opinion to the best of our information and according to the explanations given to us, the said accounts read together with the Significant Accounting Policies and other notes thereon give the information required by the Companies Act, 1956, in the manner so required, and present a true and fair view in conformity with the accounting principles generally accepted in India:

i) In so far as it relates to Balance Sheet, of the state of affairs of the Company as on March 31,2010;

ii) In so far as relates to the Profit & Loss Account, of the profit of the Company for the year ended on that date; and

iii) In so far as it relates to the Cash Flow Statement, of the cash flow 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)

1. In respect of its Fixed Assets:

a) The Company has maintained records showing particulars regarding quantitative details and situation of Fixed Assets. However the format for this purpose differs from the one suggested under CARO-2003.

b) According to the information and explanations given to the fixed assets have been physically verified by the management at reasonable interval of time. In our opinion, the frequency of verification is reasonable having regard to the size of the company and the nature of fixed assets. To the best of our knowledge, no material discrepancies were noticed on such verification.

c) During the year company has not disposed off substantial part of fixed assets. Accordingly the provisions of clause 4(i) (c) of the companies (Auditors Report) order 2003 are not applicable to the company.

2. In respect of its inventories:

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

b) In our opinion and according to 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) In our opinion and according to information and explanations given to us, the company is maintaining proper records of inventory. According to the information and explanation furnished to us, list of physical inventory is taken at the year-end and no material discrepancy noticed on such verification.

3. a) The company has not granted or taken any loans, secured or unsecured to/from companies, firms or other parties covered in the register maintained under section 301 of the companies act, 1956.

4. In our opinion and according to information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business for the purchase of inventory, fixed assets and also for the sale of goods. During

the course of our audit, no major weaknesses have been noticed in the internal control.

5. In respect of the contracts or arrangements referred to in Section 301 of the Companies Act, 1956:

a) In our opinion and according to information and explanation given to us, the transactions that need to be entered in to the register maintained under section 301 of the Companies Act 1956 have been so entered.

b) In our opinion and according to information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 and exceeding the value of Five Lac Rupees in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. According to the information and explanations furnished to us, the company has not accepted any public deposits within the meaning of section 58 A and 58 AA of the Companies Act 1956.

7. According to the information and explanations given to us, the company has an internal audit system commensurate with the size and nature of its business. During the year under audit internal audit was carried out departmentally under the supervision of a Chartered Accountant.

8. The Central Government has prescribed maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 in respect of certain manufacturing activities of the Company. We have broadly reviewed the accounts and records of the company in this connection and are of the opinion, that prima facie, the prescribed accounts and records are have been maintained. We have not, however, made a detailed examination of the same.

9. a) According to the information and explanations furnished to us, during the year, undisputed statutory dues including provident fund, employees state insurance, income tax, excise duty, and other material statutory dues applicable to it have generally been regularly deposited with appropriate authorities though there has been slight delay in few cases.

b) According to the information and explanations given to us, the following are the details of disputed dues as at the year end:

Details of Disputed Sales Tax dues (In Rs. Lacs) :

Year Amount Nature Remarks

1991-92 52.05 Interest Pending recalculation of interest as per New

Industrial Policy 2006 of Govt, of Maharashtra.

1992-93 115.10 Principal & Interest Assessment in process

1993-94 10.95 Interest Pending recalculation of interest as per New

Industrial Policy 2006 of Govt, of Maharashtra

1994-95 81.49 Principal & Interest Appeal Pending before first Appellate Authority

1996-97 31.37 Principal & Interest Appeal Pending before first Appellate Authority

2001-02 224.15 Principal Appeal Pending before first Appellate Authority 213.00 Interest

2002-03 247.08 Principal Appeal Pending before first Appellate Authority 147.90 Interest

2003-04 72.83 Principal Appeal Pending before first Appellate Authority





10. The accumulated losses of the company are more than fifty percent of its paid up capital and free reserves. The company has not incurred cash losses during the financial year covered by our audit and the immediate preceding financial year.

The company is a sick industrial company within the meaning of Clause (O) of Sub section (1) of the Section 3 of the Sick industrial Companies (Special Provisions) Act 1985 (SICA). The company is implementing rehabilitation scheme sanctioned by BIFR on 24th November 2004.

11. In our opinion and according to the information and explanation given to us there are no dues payables to Financial Institutions/Banks as on 31st March 2010

12. According to the information and explanations furnished to us, the company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly the provision of clause 4 (xii) of the Companies (Auditors Report) order 2003 are not applicable to the company.

13. According to the information and explanations given to us, the company is not a chit fund or a nidhi mutual benefit fund / society. Accordingly the provision of clause 4 (xiii) of the Companies (Auditors Report) order 2003 are not applicable to the company.

14. According to the information and explanations given to us, the company is not dealing in shares, securities, debentures and other investments. Accordingly the provision of clause 4 (xiv) of the Companies (Auditors Report) order 2003 are not applicable to the company

15. According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from bank orfinancial institution.

16. In our opinion and according to the information and explanations given to us by the management, the Company has not obtained & utilised any term loan during the year.

17. According to the information and explanations furnished 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 investments.

18. The company has not made any preferential allotment of shares to parties and companies covered in the register maintained u/s 301 of the Act, during the year.

19. According to the information and explanations furnished to us, the company has not issued any debentures and hence the provision of clause 4 (xix) of the Companies (Auditors Report) order 2003 are not applicable to the company.

20. The Company has not raised any monies by way of public issue during the year.

21. To the best of our knowledge and belief and according to the information and explanations given to us, no frauds on or by the company has been noticed or reported during the course of our audit.

Place: Nagpur For Anil Mardikar & Co.

Date:14hAugust 2010 Chartered Accountants

(Anil B. Mardikar) Partner

M. No.32778