Dharti Proteins Ltd Auditor Reports

To

The Members of

DHARTI PROTEINS LIMITED

Report on the audit of the Standalone Financial Statements

Opinion

1. I have audited the accompanying Ind AS Standalone Financial Statements of DHARTI PROTEINS LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March 2026, and 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 Standalone Financial Statements, including a summary of significant accounting policies and other explanatory information ("the Standalone Financial Statements").

2. In my opinion and to the best of my information and according to the explanations given to me, the aforesaid Standalone Financial Statements, give the information required by the Companies Act, 2013 ("Act") in the manner so required and does 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 31st March 2026, and its loss and other comprehensive income, changes in equity and its cash flows for the year then ended.

Basis for Opinion

3. I conducted my audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013 (the Act). My responsibilities under those Standards are further described in the Auditors Responsibilities for the Audit of the Standalone Financial Results section of my report. I am 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 my audit of the financial results under the provisions of the Companies Act, 2013 and the Rules there under, and I have fulfilled my other ethical responsibilities in accordance with these requirements and the Code of Ethics. I believe that the audit evidence I have obtained are sufficient and appropriate to provide a basis for my opinion as stated in the report.

Key Audit Matters

4. Key audit matters are those matters that, in my professional judgment, were of most significance in my audit of the Standalone Financial Statements of the current year. These matters were addressed in the context of my audit of the Standalone Financial Statements as a whole, and in forming my opinion thereon, and I do not provide a separate opinion on these matters. There are no key audit matters to communicate.

Emphasis of Matter

I draw attention to the following matters disclosed in the accompanying standalone financial results:

1. The Honble National Company Law Tribunal ("NCLT"), Ahmedabad Bench, vide its order dated November 18, 2025 passed in I.A. (Plan) No. 11(AHM)/2025 in C.P. (IB) No. 274/AHM/2023 under Section 30(6) read with Section 31(1) of the Insolvency and Bankruptcy Code, 2016 ("IBC") read with Regulation 39(4) of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016, approved the Resolution Plan submitted by the Successful Resolution Applicant in respect of the Company.

Pursuant to the approved Resolution Plan, the Company has accounted for various effects including waiver/extinguishment of liabilities, restructuring of debts, cancellation and issuance of equity shares, write-off of certain assets and infusion of funds by the Successful Resolution Applicant in accordance with the terms of the approved Resolution Plan.

2. Attention is invited to the fact that, pursuant to the approved Resolution Plan, the existing paid-up equity share capital of the Company was restructured, which inter alia included cancellation of certain existing equity shares and issuance of fresh equity shares to the Successful Resolution Applicant and Secured Financial Creditor in accordance with the terms of the approved Resolution Plan approved by the Honble NCLT.

3. Attention is further invited to the notes to the standalone financial results regarding extinguishment/write-back of certain liabilities, including dues of operational creditors, statutory liabilities and other claims to the extent dealt with under the approved Resolution Plan, and write-off of certain receivables, loans and advances, claims and assets considered unrecoverable/non-realizable as assessed / determined by the management pursuant to implementation of the approved Resolution Plan.

4. As at March 31, 2026, certain statutory dues and government demands continue to appear on the respective government portals; however, such liabilities have been dealt with/extinguished in the books of account in accordance with the approved Resolution Plan as approved by the Honble NCLT.

5. Attention is invited to Annexure B to this report relating to Internal Financial Controls over Financial Reporting wherein I have expressed a Disclaimer of Opinion on the adequacy and operating effectiveness of the Companys internal financial controls over financial reporting.

My opinion is not modified in respect of the above matters.

Other Matter

1. The Company was admitted into Corporate Insolvency Resolution Process ("CIRP") under the provisions of the Insolvency and Bankruptcy Code, 2016 ("IBC" / "the Code") pursuant to the order dated April 29, 2024 passed by the Honble National Company Law Tribunal ("NCLT"), Ahmedabad Bench. In terms of Section 17 of the Code, the powers of the Board of Directors stood suspended and were exercised by the Resolution Professional ("RP") during the CIRP period. The management and operations of the Company were managed by CS Manish Buchasia, Resolution Professional, up to October 20, 2024 and thereafter by CS Amrish Gandhi, Resolution Professional.

2. The Honble NCLT, Ahmedabad Bench, vide its order dated November 18, 2025 passed in I.A. (Plan) No. 11(AHM)/2025 in C.P. (IB) No. 274/AHM/2023, approved the Resolution Plan submitted by Mr. Jatinbhai Ramanbhai Patel ("Successful Resolution Applicant") under Section 30(6) read with Section 31 of the Insolvency and Bankruptcy Code, 2016. Pursuant to the said order, the approved Resolution Plan became binding on the Company and all its stakeholders in accordance with the provisions of the Code.

3. Pursuant to implementation of the approved Resolution Plan, the management and affairs of the Company were handed over to the Successful Resolution Applicant/reconstituted management and the newly constituted Board of Directors in accordance with the terms of the approved Resolution Plan.

4. The standalone financial results for year ended March 31, 2026 have been prepared by the prevailing management of the Company post implementation of the approved Resolution Plan and approved by the Board of Directors at their meeting held on May 29, 2026.

5. Pursuant to the approval and implementation of the Resolution Plan by the Honble NCLT, significant changes have been made to the Companys capital structure, liabilities and assets. These changes include settlement and extinguishment of pre-CIRP liabilities, reduction and restructuring of share capital, cancellation of certain existing equity shares, issuance of fresh equity shares, write-off of certain assets and infusion of funds by the Successful Resolution Applicant in accordance with the approved Resolution Plan. Accordingly, the financial statements for the year ended March 31, 2026 reflect the effects of the Resolution Plan and are not fully comparable with those of the previous year.

Other Information

1. The Companys Board of Directors are responsible for the other information. The other information comprises the information included in the Companys annual report, but does not include the Standalone Financial Statements and my auditors report thereon.

2. My opinion on the Standalone Financial Statements does not cover the other information and I do not express any form of assurance conclusion thereon.

3. In connection with my audit of the Standalone Financial Statements, my responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the Standalone Financial Statements or my knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work I have performed, I conclude that there is a material misstatement of this other information; I am required to report that fact. I have nothing to report in this regard.

Managements responsibility for the Standalone Financial Statements

1. These Standalone Financial Statements have been prepared by the prevailing management of the Company. Pursuant to the order dated April 29, 2024 passed by the Honble National Company Law Tribunal ("NCLT") under the provisions of the Insolvency and Bankruptcy Code, 2016 ("IBC"), the powers of the Board of Directors of the Company stood suspended and were exercised by the Resolution Professional during the Corporate Insolvency Resolution Process ("CIRP"). Subsequent to approval of the Resolution Plan by the Honble NCLT vide order dated November 18, 2025, the management and affairs of the Company were handed over to the Successful Resolution Applicant / reconstituted management in terms of the approved Resolution Plan.

2. The Companys Board of Directors, constituted pursuant to implementation of the approved Resolution Plan, 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 state of affairs, profit 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 read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility 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 the 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.

3. In preparing the Standalone Financial Statements, the management and the Board of Directors are 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.

4. The Board of Directors is also responsible for overseeing the Companys financial reporting process.

Auditors responsibilities for the audit of the Standalone Financial Statements

1. My 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 auditors report that includes my 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.

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

2.1. 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 my 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.

2.2. 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) the Act, I am also responsible for expressing my opinion on whether the Company has adequate internal financial controls with reference to Standalone Financial Statements in place and the operating effectiveness of such controls.

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

2.4. Conclude on the appropriateness of the 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 I conclude that a material uncertainty exists, I am required to draw attention in my auditors report to the related disclosures in the Standalone Financial Statements or, if such disclosures are inadequate, to modify my opinion. My conclusions are based on the audit evidence obtained up to the date of my auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.

2.5. 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.

3. I 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 I identify during my audit.

4. I also provide those charged with governance with a statement that I 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 my independence, and where applicable, related safeguards.

5. From the matters communicated with those charged with governance, I determine those matters that were of most significance in the audit of the Standalone Financial Statements of the current year and are therefore the key audit matters. I describe these matters in my auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, I determine that a matter should not be communicated in my 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 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, I 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, I report that:

2.1. I have sought and obtained all the information and explanations which to the best of my knowledge and belief were necessary for the purposes of my audit.

2.2. In my opinion, proper books of account as required by law have been kept by the Company so far as it appears from my examination of those books except those books for the matters stated in the paragraph 18.8 below, on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 and mentioned in this report specifically.

2.3. The balance sheet, the statement of profit and loss including other comprehensive income, the statement of changes in equity and the cash flow statement dealt with by this Report are in agreement with the books of account.

2.4. In my opinion, the aforesaid Standalone Financial Statements does comply with the Ind AS specified under Section 133 of the Act.

2.5. On the basis of the written representations received from the directors as on 31 March 2026 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2026 from being appointed as a director in terms of Section 164(2) of the Act.

2.6. With respect to the adequacy of the internal financial controls with reference to Standalone Financial Statements of the Company and the operating effectiveness of such controls, refer to my separate Report in Annexure B, wherein I have expressed a Disclaimer of Opinion on the adequacy and operating effectiveness of the Companys internal financial controls over financial reporting; and

2.7. In my opinion and according to the information and explanations given to the company has not paid remuneration to its directors during the current year.

2.8. The modifications relating to the maintenance of accounts and other matters connected therewith are as stated in the paragraph 18.2 above on reporting under section 143(3)(b) of the Act and paragraph 18.8 below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.

3. With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in my opinion and to the best of my information and according to the explanations given to me:

3.1. To the extent of management information available with me, the company has disclosed the impact of pending litigations as at March 31, 2026 on its financial position in its Standalone Financial Statements.

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

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

3.4. The management has represented that 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. Based on reasonable audit procedures adopted by me, nothing has come to my notice that such representation contains any material misstatement.

3.5. The management has represented that 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. Based on reasonable audit procedures adopted by me, nothing has come to my notice that such representation contains any material misstatement.

3.6. Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to my notice that has caused me to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

3.7. In my opinion and according to the information and explanations given to me, no dividend has been declared and / or paid during the year by the Company.

3.8. Based on my examination, which included test checks, and based on the information and explanations provided by the management, the Company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility for transactions recorded subsequent to the implementation of the Resolution Plan and takeover of management pursuant to the order of the Honble National Company Law Tribunal (NCLT).

However, for the period prior to implementation of the Resolution Plan, the books and records were maintained by the erstwhile management using accounting software which did not have an audit trail (edit log) facility for all relevant transactions recorded in the software. Accordingly, I am unable to comment on compliance with the requirements relating to audit trail for such period.

Further, the audit trail and related records pertaining to the period prior to implementation of the Resolution Plan were not available for examination and, accordingly, I am unable to comment whether such audit trail, if maintained, had been preserved by the Company in accordance with the applicable statutory requirements for record retention.

Annexure - A to the Auditors Report

The Annexure as referred to in Independent Auditors Report to the members of the Company on the Standalone Financial Statements for the year ended 31 March 2026, I report that:

1. In respect of Fixed Assets:

a. The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment and relevant details of right-of-use assets. The depreciation is provided at the rate prescribed under Companies Act, 2013.

b. The Company has maintained proper records showing full particulars, including quantitative details of intangible assets.

c. As per the information and explanations given to me, all the assets have been physically verified by the management during the year and there is a regular program of verification which, in my opinion, is reasonable having regard to the size of the company and the nature of its assets.

d. As per the information and explanations given to me, the title deeds of all the immovable properties disclosed in the Standalone Financial Statements are held in the name of the company.

e. No proceedings were initiated/not pending against the company for holding Benami properties under the "Benami Transactions (Prohibition) Act, 1988 and Rules" made there under.

f. The Company has not revalued its Property, Plant and Equipment (including Right of Use assets) or intangible assets or both during the year. Consequently, the question of my commenting on whether the revaluation is based on the valuation by a Registered Valuer, or specifying the amount of change, if the change is 10% or more in the aggregate of the net carrying value of each class of Property, Plant and Equipment (including Right of use assets) or intangible assets does not arise.

2. In respect of Inventory:

a. Company does not have inventories and thus this reporting clause is not applicable.

b. The company has not been sanctioned working capital limits in excess of five crore rupees at any point of time during the year accordingly this clause is not applicable to the company.

3. During the year, the Company has not made any investments in, nor provided any guarantee or security, nor granted any loans or advances in the nature of loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or any other parties. Accordingly, sub-clauses (a) to (f) of clause 3(iv) of the Order are not applicable in respect of transactions undertaken during the year. According to the information and explanations provided to me and based on the records made available for audit, certain loans and advances granted in earlier years by the erstwhile management were not in compliance with the provisions of Sections 185 and 186 of the Companies Act, 2013. Such loans and advances aggregating to Rs. 150.46 Lakhs had remained outstanding as at 31 March 2025. Pursuant to the implementation of the Resolution Plan approved by the Honble National Company Law Tribunal (NCLT), these balances have been written off/adjusted in accordance with the approved Resolution Plan. No such transactions were entered into by the Company subsequent to the implementation of the Resolution Plan.

4. In respect of transactions undertaken during the year, the Company has not granted any loans or advances in the nature of loans, made investments, provided guarantees or furnished securities to any company, firm, Limited Liability Partnership or other party. Accordingly, the provisions of clause 3(iv) of the Order are not applicable during the year. The non-compliances relating to certain loans and advances granted by the erstwhile management in earlier years, which were reported in the previous years audit report, have been dealt with pursuant to the implementation of the Resolution Plan approved by the Honble National Company Law Tribunal (NCLT). Such balances have been written off/adjusted in accordance with the approved Resolution Plan and no such transactions were entered into by the Company subsequent to implementation of the Resolution Plan.

5. According to the information and explanation given to me, the Company has not accepted any deposits from the public in accordance with the provisions of Section 73 to 76 of the Act 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 to the company.

6. According to the information and explanation given to me, the maintenance of cost records under sub-section 1 of section 148 of the Companies Act 2013 is not mandatory to the company.

7. a. According to the information and explanations given to me and on the basis of my examination of the records of the Company, pursuant to the Resolution Plan approved by the Honble National Company Law Tribunal ("NCLT"), Ahmedabad Bench, on 18 November 2025 under the provisions of the Insolvency and Bankruptcy Code, 2016, various statutory liabilities and claims pertaining to the period prior to the approval date stand settled, waived or extinguished in accordance with the terms of the approved Resolution Plan. Accordingly, the Company has given effect to such settlement, waiver and extinguishment in its books of account during the year. In view of the implementation of the approved Resolution Plan, no undisputed statutory dues were outstanding as at 31 March 2026 for a period exceeding six months from the date they became payable, except to the extent of liabilities, if any, arising subsequent to the effective date of the Resolution Plan.

b. Further, according to the information and explanations given to me and based on the records produced before me, statutory dues and demands pertaining to periods prior to the approval of the Resolution Plan, including demands raised by various statutory authorities, stand dealt with in accordance with the approved Resolution Plan and the provisions of Section 31 of the Insolvency and Bankruptcy Code, 2016. Accordingly, such matters are not considered as disputed statutory dues payable by the Company as at 31 March 2026.

c. The Company is regularly depositing with appropriate authorities undisputed statutory dues post implementation of approved resolution plan.

d. Notwithstanding the above, certain demands pertaining to periods prior to the approval of the Resolution Plan, aggregating to Rs. 272.13 Lakhs, continue to be reflected as outstanding on the Income-tax portal as at the date of approval of these financial statements. The management is of the view that such demands stand extinguished in accordance with the approved Resolution Plan and Section 31 of the Insolvency and Bankruptcy Code, 2016. Accordingly, no provision has been recognised in respect of such demands. The Company is pursuing necessary filings and representations with the concerned authorities for updation of their records and giving effect to the approved Resolution Plan.

8. According to the information and explanations given to me, no such transactions were observed which were not recorded in books of accounts but have been surrendered or disclosed as income during the year in the tax assessment under Income Tax Act, 1961 and there is no previously unrecorded income in the books of account of the company.

9. According to the information and explanations given to me, I am of the opinion that:

a. According to the information and explanations given to me and based on the records made available for audit, the Company had defaulted in repayment of borrowings and other obligations in earlier years, pursuant to which Corporate Insolvency Resolution Process (CIRP) was initiated under the provisions of the Insolvency and Bankruptcy Code, 2016. The Honble National Company Law Tribunal (NCLT), Ahmedabad Bench, vide order dated 18 November 2025, approved the Resolution Plan in respect of the Company. Pursuant to the implementation of the approved Resolution Plan, the claims of financial creditors have been settled, restructured and/or extinguished in accordance with the terms of the Resolution Plan. Accordingly, the borrowings outstanding prior to the approval of the Resolution Plan and the related defaults are governed by the approved Resolution Plan. Based on the information and records made available to me, no separate default in repayment of borrowings existing after giving effect to the Resolution Plan has been noticed during the year. Further, the Company has accounted for the effects of the Resolution Plan in the financial statements in accordance with the approved Resolution Plan and applicable Indian Accounting Standards (Ind AS).

b. According to the information and explanations given to me and based on the records examined by me, the Company has not been declared a wilful defaulter by any bank, financial institution, government authority or other lender during the year.

c. The company has not availed any term loan therefore question of application of term loan does not arise.

d. According to the information and explanations given to me and based on the records examined by me, the Company has not raised any short-term funds during the year for utilisation towards long-term purposes. Accordingly, reporting under clause 3(ix)(d) of the Order is not applicable. The unsecured funds amounting to Rs. 334.11 lakhs introduced by the Successful Resolution Applicant pursuant to the approved Resolution Plan are in the nature of funds infused for implementation of the Resolution Plan and revival of the Company.

e. According to the information and explanations given to me and based on the records examined by me, the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, associates or joint ventures. Accordingly, reporting under clause 3(ix)(e) of the Order is not applicable.

f. The Company has not raised any loans during the year on the pledge of securities held in its subsidiaries, Joint Venture, Associates Companies.

10. a. The Company has not raised any money by way of initial public offer or further public offer (including debt instruments) during the year. Hence question of application of fund does not arise.

b. During the year, the Company has allotted 4,75,000 equity shares pursuant to the Resolution Plan approved by the Honble NCLT. The allotment has been made in accordance with the approved Resolution Plan and applicable provisions of the Insolvency and Bankruptcy Code, 2016. The requirements of Section 42 and Section 62 of the Companies Act, 2013 are not applicable to allotments made pursuant to an approved Resolution Plan under Section 31 of the Insolvency and Bankruptcy Code, 2016.

11. a. According to the information and explanations given to me, no material fraud by the Company or on the Company has been noticed or reported during the year.

b. No report under sub-section (12) of section 143 of the Companies Act has been filed by me in Form ADT4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government.

c. As represented to me by the management, there are no whistle blower complaints received by the company during the year.

12. The Company is not a Nidhi Company as per the provisions of the Companies Act, 2013. Therefore, the requirement to report on clause 3(xii)(a), (b) and (c) of the Order is not applicable to the Company.

13. According to the information and explanations given to me and based on my examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Companies Act, 2013. Where applicable and details of such transactions have been disclosed in the Standalone Financial Statements as required by the applicable Indian accounting standards.

14. According to the information and explanations given to me, in my opinion during the year the Company has not entered into non-cash transactions with directors or persons connected with him and hence provisions of section 192 of the Companies Act, 2013 are not applicable to the Company.

15. In my opinion and based on my examination, the Company is required to have an internal audit system under Section 138 of the Companies Act, 2013. Pursuant to implementation of the Resolution Plan approved by the Honble NCLT, steps have been taken by the new management towards strengthening the internal control and compliance framework, including appointment of an Internal Auditor.

16. a. The Company has incurred cash losses during the current financial year amounting to Rs. 84.65 Lakhs. The cash losses incurred in previous years were one of the factors leading to initiation of Corporate Insolvency Resolution Process (CIRP). During the year, the Honble National Company Law Tribunal (NCLT), Ahmedabad Bench, approved the Resolution Plan in respect of the Company and the accounting effects thereof have been given in these financial statements.

b. There has been no resignation of the statutory auditors during the year and accordingly the reporting under clause 3(xviii) of the Order is not applicable to the Company.

17. a. The provisions of Section 45-IA of the Reserve Bank of India Act, 1934 (2 of 1934) are not applicable to the Company. Accordingly, the requirement to report on clause 3(xvi)(a) of the Order is not applicable to the Company.

b. The Company has not conducted any Non-Banking Financial or Housing Finance activities and is not required to obtain Certificate of Registration (CoR) for such activities from the Reserve Bank of India as per the Reserve Bank of India Act, 1934.

c. The Company is not a Core Investment Company as defined in the regulations made by Reserve Bank of India. Accordingly, the requirement to report on clause 3(xvi)(c) of the Order is not applicable to the Company.

18. According to the information and explanations given to me and on the basis of financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements, my knowledge of the Board of Directors and management plans, and considering the implementation of the Resolution Plan approved by the Honble NCLT on 18 November 2025, I am of the opinion that no material uncertainty exists as on the date of the audit report indicating that the Company is incapable of meeting its liabilities existing as at the balance sheet date and as when they fall due within a period of one year from the balance sheet date. I, however, state that this is not an assurance as to the future viability of the Company. I further state that my reporting is based on the facts up to the date of the audit report and I neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date will get discharged by the Company as and when they fall due.

19. Provisions of section 135 (1) of Companies Act, 2013 is not applicable to the company accordingly this clause is not applicable to the company.

20. Pursuant to the Resolution Plan approved by the Honble NCLT, Ahmedabad Bench, all statutory dues, tax demands and other claims relating to the period prior to the approval date stand settled, waived or extinguished in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016 and the approved Resolution Plan. However, certain demands continue to be reflected on the Income Tax Portal as at the date of approval of these financial statements. The aggregate amount of such demands appearing on the portal is Rs. 269.56 Lakhs. The Company has considered these demands as extinguished pursuant to the approved Resolution Plan and accordingly no liability has been recognised in the books of account. Necessary applications, representations and reconciliations with the concerned authorities are being pursued for updation of the respective records. The management believes that no further liability is expected to arise in respect of such demands in view of the approved Resolution Plan.

21. The company is not a holding company and also not required to prepare consolidated Standalone Financial Statements as per the provisions of the Act accordingly this clause is not applicable to the company.

Annexure - B to the 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")

I have audited the internal financial controls over financial reporting of DHARTI PROTEINS LIMITED ("the Company") as of 31 March, 2026 in conjunction with my audit of the Ind AS Standalone 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 (‘ICAI). 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

My responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on my audit. However, because of the matter described in the Basis for Disclaimer of Opinion section, I was unable to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on the Companys internal financial controls over financial reporting. I conducted my 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 I 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.

My audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. My 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 auditors judgment, including the assessment of the risks of material misstatement of the Ind AS Standalone Financial Statements, whether due to fraud or error.

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 Standalone 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 Standalone 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 companys assets that could have a material effect on the Standalone 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.

Basis for Disclaimer of Opinion

The Company was under Corporate Insolvency Resolution Process (CIRP) pursuant to the provisions of the Insolvency and Bankruptcy Code, 2016 for a substantial part of the financial year. During the year, the Honble National Company Law Tribunal (NCLT), Ahmedabad Bench, approved the Resolution Plan and management of the affairs of the Company transitioned from the Resolution Professional and Monitoring Committee to the Successful Resolution Applicant and the newly constituted Board of Directors.

Consequent to the implementation of the approved Resolution Plan, significant changes were made in the capital structure, liabilities, governance framework, accounting records and overall control environment of the Company. The new management assumed control only during the latter part of the financial year and was in the process of establishing, documenting and implementing appropriate internal financial controls over financial reporting.

In view of the above circumstances and considering the transition in management and control during the year, together with the absence of a consistently operating internal control framework for a substantial part of the financial year, I was unable to obtain sufficient appropriate audit evidence regarding the design, implementation and operating effectiveness of internal financial controls over financial reporting. Accordingly, I was unable to determine whether the Company had established adequate internal financial controls over financial reporting and whether such controls were operating effectively as at 31 March 2026.

Disclaimer of Opinion on Internal Financial Controls over Financial Reporting

Because of the significance of the matters described in the Basis for Disclaimer of Opinion paragraph, I have not been able to obtain sufficient appropriate audit evidence to provide a basis for an opinion on whether the Company had adequate internal financial controls over financial reporting and whether such internal financial controls were operating effectively as at 31 March 2026.

Accordingly, I do not express an opinion on the adequacy or operating effectiveness of the Companys internal financial controls over financial reporting as at 31 March 2026.

For N.S. NANAVATI & CO.

Chartered Accountants

FRN: 134235W

Sd/-

(CA NITESH SHIRISHCHANDRA NANAVATI)

Proprietor

Membership No.: 143769

UDIN: 26143769LWYIES8185

Date: 29.05.2026

Place: Ahmedabad