bambino agro industries ltd Auditors report


To THE MEMBERS OF BAMBINO AGRO INDUSTRIES LIMITED Report on the Audit of Financial Statements Opinion

We have audited the accompanying financial statements of Bambino Agro Industries Limited ("the Company"), which comprise the Balance Sheet as at 31st March 2023, the Statement of Profit and Loss, the Statement of Changes in Equity and statement of Cash Flows forthe yearthen ended, and 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 Companies Act, 2013 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 other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,2023, and its Profit, changes in equity and its cash flows forthe year ended on that date.

Basis for Opinion

We conducted our audit of the financial statements 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 Auditors Responsibilities forthe 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 underthe 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 audit opinion on the financial statements.

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 ofouraudit of the financial statements as a whole, and informing our opinion thereon, and we do not provide a separate opinion on these matters. We have determined that there are no key audit matters to communicate in our report.

Information Otherthan Financial Statements and Auditors Report

The Companys Board of Directors is responsible forthe other information. The other information obtained at the date of this auditors report comprises the information included in the Management Discussion and Analysis, Boards Report including Annexures to Boards Report and Shareholders Information but does not include the financial statements and ourauditors report thereon.

Our opinion on the financial statements does notcoverthe 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 on the other information obtained priorto the date of this auditors report, 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.

Responsibilities of Management and Those Charged with Governance forthe Financial Statements

The accompanying financial statements have been approved by the companies Companys Board of Directors. The Companys Board of Directors is responsible forthe 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 andfairview of the financial position, financial performance, total comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Ind AS specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

Those Board of Directors are also responsible for overseeing the companys financial reporting process.

Auditors Responsibilities forthe Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whetherthe financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors 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 Standards on Auditing will always detecta material misstatementwhen 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 Standards on Auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, orthe override of internal control.

• Obtain an understanding of internal control relevant to the audit in orderto design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whetherthe company has adequate internal financial controls system in place andthe operating effectiveness ofsuch controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of Board of Directors use of the going concern basis ofaccounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors 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.

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

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during ouraudit

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 bearon ourindependence, and where applicable, related safeguards.

From the matters those charged with governance, we determine those matters that were of most significance in the audit of 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 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

1. As required by the Companies (Auditors Report) Order, 2020 issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act (hereinafter referred to the "Order"), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure-1 a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by section 143(3) of the Act, based on ourauditwe reporttothe extent applicable that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and beliefwere necessary forthe purpose of ouraudit of the accompanying financial statements.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from ourexamination ofthose books.

c) The Balance Sheet, the Statement of Profit and Loss, the statement of cash flows and the statement of changes in equity dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid said financial statements comply with the Ind AS 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 31st March 2023, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2023, from being appointed as a director in terms of Section 164(2) of the Act.

f) With respectto the adequacy of the internal financial controls overfinancial reporting of the Company and the operating effectiveness of such controls, referto ourseparate Report in "Annexure-2".

g) With respect to the other matters to be included in the Auditors Report in accordance with the requirements of section 197(16) of the Act, as amended, we report that the remuneration paid by the Company to its directors during the year, in our opinion and to the best of our information and according to the explanations given to us, is in accordance with the provisions of section 197 of the Act" read with schedule V.

h) With respectto the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors), 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 vide note no. 38 a regarding petition filed by substantial shareholders before National Company Law Tribunal, u/s. 241,242 and 245, the proceedings are in progress and note no. 38 b regarding arbitration proceedings filed before Telangana State High Court by promoter shareholder against other promotershareholder.The Company has been made a respondentto the arbitration proceedings.

ii. In our opinion and as perthe information and explanations provides to us, the Company has not entered into any long-term contracts including derivative contracts, requiring provision under applicable laws or accounting standards, for material foreseeable losses, and

iii. There has been no delay in transferring the amounts required to be transferred, to the Investor Education and Protection Fund by the Company.

iv. (a) The Management has represented that, to the best of its knowledge and belief, as disclosed in note no 44, no funds have been advanced or loaned or invested (eitherfrom borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, 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 by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security orthe like on behalf of the Ultimate Beneficiaries.

(b) The Management has represented, that, to the best of its knowledge and belief, as disclosed in note no 44, no funds have been received by the Company from any person or entity, including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, 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 orthe like on behalf of the Ultimate Beneficiaries.

(c) Based on the 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) of Rule 11(e) contain any material misstatement.

v. The dividend declared and paid during the year by the company is in compliance of section 123 of the Companies Act, 2013.

vi. proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 requires all companies which use accounting software for maintaining their books of account, to use such an accounting software which has a feature of audit trail, with effect from the financial year beginning on 1st April 2023 and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 (as amended) is notapplicableforthe current financial year.

For PRV Associates

Chartered Accountants,

FRN:006447S

P. Manohar

Partner

Membership No. 231829

UDIN:23231829BGSTKH6820

Place : Hyderabad

Date : 29th May 2023

ANNEXURE -1 TO THE INDEPENDENTAUDITORS REPORT

(Referred to in Paragraph 1 under section Report on Other Legal and Regulatory Requirements of our report of even date)

(i) (a) (A) According to the information and explanations given to us, the Company is maintaining proper records showing full particulars including quantitative details and situation of Property, Plant and Equipment.

(B) According to the information and explanations given to us, the Company is maintaining proper records showing full particulars of intangible assets.

(b) According to the information and explanations given to us, the major Property, Plant and Equipment have been physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verification.

(c) The title deeds of all the immovable properties disclosed in the financial statements are held in the name of the Company.

(d) According to the information and explanations given to us, the company has not revalued its Property, Plant and Equipment (including Right of Use assets) or intangible assets or both during the year.

(e) According to the information and explanations given to us, no proceedings have been initiated orare pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act,1988(45 of 1988) and rules made thereunder during the year.

(ii) (a) According to the information and explanations given to us, the inventories have been physically

verified at reasonable intervals by the management and in our opinion, the coverage and procedure of such verification by the management is appropriate. No discrepancies of 10% or more in the aggregate for each class of inventory were noticed.

(b) As disclosed in note 14 to the financial statements, the Company has been sanctioned a working capital limit of more than Rs 5 crore by banks based on the security of pari-passu charges on current assets and fixed assets of the company. The monthly statements, in respect of the working capital limits have been filed by the Company with such banks and such statements are in agreement with the books of account of the Company.

(iii) According to the information and explanations given to us, company has not made investments in, provided any guarantee or security or granted any loans or advances in the nature of loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or any other parties. Hence, the matters to be reported under the sub-clauses (a), (b), (c), (d), (e) and (f) are not applicable to the company.

(iv) According to the information and explanations given to us, the Company has not granted any loans, has not made any investments, nor given any guarantee or security to parties covered under the provisions of Section 185 and 186 of the Companies Act.

(v) According to the information and explanations given to us, the Company has not accepted any deposits or amounts which are deemed to be deposits, requiring compliance under the directives issued by Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Companies Actandthe rules framed there under.

(vi) According to the information given to us, the maintenance of cost records has not been specified by the Central Government under sub-section (1) of Section 148 of the Companies Act. Hence reporting underthis clause does notarise

(vii) (a) According to the information and explanations given to us, the company is generally regular in

depositing undisputed statutory dues including goods and service tax, provident fund, employees state insurance, income tax, sales tax, service-tax duty of customs, duty of excise, value added tax, cess and any other statutory dues to the appropriate authorities. Further no undisputed amounts payable in respect thereof were outstanding as at the last day of the financial year under audit for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no statutory dues referred to in sub-clause (a) which have not been deposited on account of dispute exceptthe following:

Nature of the Statute & Nature of due

Amount Rs in lacs Period Forum where litigation is pending

The Income Tax Act, 1961 Disallowance of PF & ESI

53.05 Assessment Year 2021-22 Commissioner of Income tax (Appeals)

The Income Tax Act, 1961 Disallowance of PF & ESI

42.36 Assessment Year 2022-23 Commissioner of Income tax (Appeals)

The Income Tax Act, 1961 Disallowance of PF & ESI

137.97 Assessment Years 2018-19, 2019- 20 and 2020- 21 Company disagreed with the demand and submitted online response, awaiting replyfrom Assessing Officer.

*No provision has been made in the booksforthe aforesaid demands.

(viii) According to the information and explanations given to us, there are no transactions that are not recorded in the books of account, which have been surrendered or disclosed as income during the year in the tax assessments underthe income Tax Act,1961.

(ix) According to the information and explanations given to us, the Company has not defaulted in repayment of loans or other borrowings or in the payment of interestthereon to any lender.

(a) According to the information and explanations given to us including the representation received by the management of the company, and on the basis of our audit procedure we report that the company is not been declared as a wilful defaulter by any bank orfinancial institution or other lender.

(b) According to the information and explanations given to us, the term loans have been applied, on overall basisforthe purpose forwhich loans were obtained.

(c) According to the information and explanations given to us, the funds raised by the company on shortterm basis have not been utilised for long-term purposes.

(d) According to the information and explanations given to us, the company does not hold any investment in any subsidiary, associates of joint venture (as defined in the Companies Act 2013) duringtheyearended 31st March 2023. Hence,the matters to be reported underthe sub-clause 3(ix)

(d) is notapplicable.

(e) According to the information and explanations given to us, the company does not hold any investment in any subsidiary, associates of joint venture (as defined in the Companies Act 2013) during the year ended 31st March 2023. Hence, the matters to be reported under the sub- clause3(ix)(e) is notapplicable.

(x) (a) According to the information and explanations given to us, the Company has not raised any money byway of initial public offer orfurther public offer, during the year under audit. Accordingly reporting under clause 3(x)(a) of the orderis notapplicable.

(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or (fully, partially or optionally) convertible debentures during the year. Accordingly, reporting underclause 3(x)(b) of the Orderis notapplicable tothe Company

(xi) (a) According to the information and explanations given to us and based upon the audit procedures performed by us, any fraud by the Company has not been noticed during the year.

(b) According to the information and explanations given to us and based upon the audit procedures performed by us, a report under sub-section (12) of section 143 of the Companies Act in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules,2014 was not required too be filed with the Central Government. Accordingly, the reporting under clause (xi)(b) of the Orderis not applicableto the company.

(c) According to the information and explanations given to us, the company has not received any whistle-blower complaints during the year, and hence, considering the same by us does notarise.

(xii) As the Company is not a Nidhi Company underthe provisions of the Companies Act, 2013 read with Nidhi Rules, 2014, the matters to be reported under sub-clauses (a), (b)and (c) of clause (xii) are not applicable to the Company.

(xiii) According to the information and explanations given to us, all transactions with the related parties are in compliance with the provisions of Section 177 and 188 of the Companies Act wherever applicable. According to the information given to us, details of such transactions have been disclosed in the financial statements as required bythe applicable accounting standards.

(xiv) (a)& (b)According to the information and explanations given to us and in our opinion, the company requires an internal audit system commensurate with the size and nature of business of the company, we have been informed that the company is in the process of appointing internal auditors.

(xv) According to the information and explanations given to us, the Company has not entered into any noncash transactions with directors or persons connected with him and hence, reporting requirement on compliance with the provisions of Section 192 of the Companies Act is notapplicable.

(xvi) (a) According to the information and explanations given to us and in our opinion, the company is not required to be registered undersection 45-IA of the Reserve Bankof India Act, 1934. As the Company is not engaged in any non-banking financial or housing finance activity, nor is a Core Investment Company nor having more than one Core Investment Company as part of the Group, the matters to be reported under sub-clauses (b), (c) and (d) of clause (xvi) are notapplicable tothe Company.

(xvii) The Company has not incurred cash losses during the financial covered by audit and in the immediately precedingfinancial year.

(xviii) The Company atthe end of the 39 Annual General Meeting appointed M/s PRVassociates in place of M/s Kumar & Giri Chartered Accounts as the statutory auditors of the company. M/s Kumar & Giri Chartered Accounts completedtheirterm offive atthe end of 39th Annual General Meeting.

(xix) According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the financial statements, our knowledge of the plans of the Board of Directors and the management and in our opinion and based upon our examination of the evidence supporting the assumptions furnished to us, no material uncertainty exists as on the date of audit report that the company is capable of meeting its liabilities existing at the date of balance sheet date as and when they fall due within a period of oneyearfromthe balance sheet date.

(xx) (a) According to the information and explanations given to us, the audit report of the company is signed much before the due date for compliance has expired.

(b) According to the information and explanations given to us the amount remaining unspent u/s 135(5) of the Companies Act has not been transferred to special account in compliance with the provisions of section 135(6) of the companies act.

(xxi) The reporting under clause 3(xxi) of the Order is not applicable in respect of audit of standalone financial statements of the Company. Accordingly, no comment has been included in respect of said clause under this report.

For PRV Associates Chartered Accountants,

FRN:006447S

P. Manohar

Partner

Membership No. 231829 UDIN:23231829BGSTKH6820

Place : Hyderabad Date : 29th May 2023

ANNEXURE -2T0 THE INDEPENDENT AUDITORS REPORT:

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

We have audited the internal financial controls overfinancial reporting of Bambino Agro Industries Limited ("the Company") as of 31st March 2023 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys 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 companys 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 Companys internal financial controls overfinancial reporting based on ouraudit.

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.

Ouraudit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system overfinancial reporting and their operating effectiveness. Ouraudit of internal financial controls overfinancial reporting included obtaining an understanding of internal financial controls overfinancial 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 auditors judgment, including the assessment of the risks of material misstatement of the financial statements, whetherdue 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 Companys internal financial controls system overfinancial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A companys 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 companys internal financial control overfinancial reporting includes those policiesand procedures that

1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and

3) Provide reasonable assurance regarding prevention ortimely detection of unauthorised acquisition, use, or disposition of the companys 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 overfinancial reporting, including the possibility ofcollusion or improper management override ofcontrols, material misstatements due to error orfraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls overfinancial reporting to future periods are subject to the risk that the internal financial control overfinancial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion:

In ouropinion.the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls overfinancial reporting were operating effectively as at 31st March 2023, based on the internal control overfinancial 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 bythe Institute of Chartered Accountants of India.

For PRV Associates Chartered Accountants,

FRN:006447S

P. Manohar

Partner

Membership No. 231829 UDIN:23231829BGSTKH6820

Place : Hyderabad Date : 29th May 2023