Continental Seeds and Chemicals Ltd Auditor Reports

<dhhead>INDEPENDENT AUDIFORS REPORT </dhhead>

TO THE. MEMBERS OF CONTIN1NTAI SI 1 PS AN!)

Report on Ihc Audit of the Standalone Financial Statements Qualified Opinion

We have .nidiled the standalone financial statements of CONTINENTAL SEEDS AND CHEMICAT S LIMITED (The Company), which comprise the balance sheet as at Mst March 2024, and Ihc statement of Profit and Loss, statement of changes in equity and statement of cash flows for the vear then ended, and notes to the financial statements, including a .summary of significant accounting policies and other explanafory information.

In out opinion, except for the possible effects of the matter described in Basis for Qualified Opinion section of our report, the aforesaid standalone financial statements give the information required bv 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 Omranv as at March 31. 2024, and profit, changes in equity and its cash flows for the \ ear ended on that date.

Basis Un Opinion

iSfclanu under Sundry Debfors anti Sundry Credifors, loans and advances given bv ihi C mpiirty and parties from whom unsecured loans have been taken are subject to c ord in nations and adjustments, it any, required upon .such confirmations are not js<. eltaliable and he we nut provided for.

it Certain bdiarktr> M Suiulr. debfors to Ks, 5ll.S.h7 Lakhs were outstanding as on J o ji. 124 The hotn tin- parties to whom these amounts to be

leiened have iv e Lveii made available, i Hit ot such debfors, provision for doubtful debts itiould be Je. ogJILCrd ill leq.-t ill debfors, outstanding for a period ot three t-itij .i iii <i i v. h?ie no nun eluent has taken pLiv e and no coat in nations are available. Adjustments if any are not ascertainable and will be provided on identification of such parties.

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 Audifors 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 there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion.

Key Audit Matters

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

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

The Companys Board of Direcfors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, changes in equity 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. 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, 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 management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Audifors Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an audifors 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 5As will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

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

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

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

• Conclude on the appropriateness of managements 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 Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our audifors report to the related disclosures in tire 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 audifors report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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

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 audifors 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 Regulafory Requirements

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

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

(a) We have sought and not obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

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

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

(d) In our opinion, the aforesaid 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 the written representations received from the direcfors as on 31st March, 2024 taken on record by the Board of Direcfors, none of the direcfors is disqualified as on 31st March, 2024 from being appointed as a direcfor 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 Audifors Report in accordance with Rule 11 of the Companies (Audit and Audifors) 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 has been no delay in transferring amounts, required to be transferred, to the Invesfor Education and Protection Fund by the Company.

Membership No. - 529237 New Delhi: 29^th May,2024

ANNEXURE A" TO THE INDEPENDENT AUDIFORS REPORT

With reference to the Annexure A referred to in the Independent Audifors Report to the members of the Company on the standalone financial statements for the year ended 31 March 2024, we report the following:

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

(b) As explained to us, fixed assets have been physically verified by the Management during the year in accordance with the phased programme of verification adopted by the management which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) According to information and explanations given to us and on the basis of our examination of the records of the company, the title deeds of immovable properties are held in the name of the company.

(ii) The Management physically verified the invenfories of finished goods, semifinished goods, and raw materials at regular intervals. The management has informed us that no Material discrepancies were reported during such physical verification.

(iii) According to the information and explanations given to us, the Company has not granted any loans to companies, firms or other parties covered in the Register maintained under Section 189 of the Companies Act, 2013; and therefore paragraph 3(iii) of the Order is not applicable,

(iv) In The Company has provided continuing corporate guarantee in violation of provisions of section 185 & 186 on behalf of related partnership firm to the tune of Rs.10.60 Crore to obtain the credit facilities.

(v) The company has accepted deposits in term of provisions of sections 73 to 76 of the companies Act, 2013. Further, we are informed that no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal (refer additional note no. 2.16)

(vi) As informed to us, the Central Government has not prescribed maintenance of cost records under sub-section (1) of Section 14S of the Act, in respect of the activities carried on by the Company.

(vii) (a) According to the records of the company and information and explanations given to us, the Company has generally been regular in depositing undisputed statufory dues, including Income-tax, Tax deducted at sources, Tax collected at source, Professional Tax, Sales Tax, value added tax, Goods and Service Tax Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statufory dues applicable to it, with the appropriate authorities;

(b) According to the information and explanations given to us, there were no disputed amounts payable in respect of Income-tax, Wealth Tax, Custom Duty, Excise Duty, sales tax, VAT, GST, Cess and other material statufory dues in arrears /were outstanding as at 31 March, 2024 for a period of more than six months from the date they became payable except below details.

TPS Payable Amt Rs. Lakhs

FY	Case	Amt	Remarks
2007-08	TDS Demand	2.31	Short Payment, Interest
2008-09	TDS Demand	0.64	Short Payment, Interest, Late Filing
2009-10	TDS Demand	0.13	Short Payment, Interest
2010-11	TDS Demand	2.23	Short Payment, Interest
2011-12	TDS Demand	1.13	Short Payment, Interest
2013-14	TDS Demand	0.066	Late Filing
2014-15	TDS Demand	0.027	Late Filing
2015-16	TDS Demand	0.03	Short Payment
2016-17	TDS Demand	2.29	Late Filing
2017-18	TDS Demand	0.012	Late Filing
2020-21	TDS Demand	6.94	Short Payment, Interest, Late Filing, Interest us 220(2)

GST Demand

FY	Case	Amt	Remarks
2018-19	CGST Demand	38.54	Appeal Filled
2018-19	SGST Demand	38.54	Appeal Filled

(viii) According to the information and explanations given to us there was no default in repayment of dues to the financial institutions or bank. Further the company has not issued any Debentures.

(ix) In our opinion and according to the information and explanations given to us, the Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans except Term Loan including GECL during the year. Accordingly, paragraph 3(ix) of the Order is not applicable to the Company.

(x) According to the information & explanations given to us, no fraud on or by the company has been noticed or reported during the year under report.

(xi) In our opinion, the managerial remuneration for the year ended March 31, 2024 has been paid/provided by the Company to its direcfors in accordance with the provisions of section 197 read with Schedule V to the Act.

(xii) Since the company is not a Nidhi Company, this clause is not applicable upon it.

(xiii) All the transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013 and their details have been disclosed in the financial statements, as per the applicable accounting standards.

(xiv) During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly paid convertible debentures and hence reporting under clause 3(xiv) of the Order is not applicable to the Company.

(xv) According to the information and explanations given to us, company has not entered into any non-cash transactions with the persons connected with direcfor details. Therefore, the provisions of section 192 of Companies Act, 2013 is not required to be complied.

(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

Membership No. - 529237 New Delhi: 29^th May,2024

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 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 authorities of management and direcfors of the company; and

(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized 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 the 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 the changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2024, 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 PMAS And Associates LLP Chartered Accountants

Firms Regn. No. 024726N/N500068

Membership No. - 529237

New Delhi: 29^th May,2024