Hindustan Agrigenetics Ltd Auditor Reports

To

The Members of

M/S HINDUSTAN AGRIGENETICS LIMITED.

Report on the Standalone financial statements

We have audited the accompanying standalone financial statements of M/S HINDUSTAN AGRIGENETICS LIMITED (CIN No.: L01119DL1990PLC040979)( formerly known as VAE VKN Industries Private Limited), which comprises the standalone Balance Sheet as at 31^st March 2022, and the standalone Statement of Profit and Loss (including Other Comprehensive Income ), the statement of changes in Equity and statement of Cash Flows for the year ended on that date and notes to the standalone Financial statements, including a summary of significant accounting policies and other explanatory information.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified unde, section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditors Responsibilities for the Audit of the Standalone financial statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the standalone 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 opinion on the standalone financial statements.

Managements Responsibility for the Standalone financial statements

The Companys Board of Directors is responsible for the matter 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/loss, 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 Rule 7 of the Companies (Accounts) Rule. 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities: selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of standalone financial statements that give a true and fair view and are free from material misstatements, whether due to fraud or error.

In preparing the standalone financial statements, managements, and 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 management either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

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

Auditors Responsibility for the Audit of Standalone financial statements.

2. Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an 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 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.

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

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

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

An audit involves performing procedure to obtain audit evidence about the amounts and disclosure in the standalone financial statements. The procedures selected depend on the auditors judgment, including the assessment of the risk of material misstatements of the standalone financial statements, whether due to fraud or error. In making those risk assessment, the auditor considers internal control relevant to the Companys preparation of the standalone financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the companys Directors, as well as evaluating the overall presentation of standalone financial statements.

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

Opinion

3. In our opinion and to the best of our information and according to the explanations given to us, the standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a. In case of the Balance Sheet, of the state of affairs of the Company as at 31" March 2022;

b. In case of Profit and Loss Account (total comprehensive income changes in Equity ), of the Loss for the year ended on that date.

c. In case of Cash flow statements, of the cash flows for the year ended 31" March 2022.

Key Audit Matters

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

Report on Other Legal and Regulatory Requirements

1) As required by the Companies (Auditors Report) Order, 2020 ("the order") issued by Central Government of India in terms of sub-section (11) of section 143 of the companies Act, 2013, We give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the order.

2) (A) As Required by section 143(3) of the Act, we report that:

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

b. In our opinion proper books of account as required by Law have been kept by the Company so far as it appears from our examinations of those books;

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

d. In our opinion, the aforesaid financial standards comply with the Ind As specified under section 133 of the Act.

e. On the basis of written representations received from the directors as on 31" March 2022 taken on record by the Board of Directors, none of the director is disqualified as on 31" March 2022, from being appointed as a director in terms of section 164(2) of the Act.

f. With respect to the adequacy of internal financial controls with reference to financial statement 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 Auditors Report in accordance with rule 11 of the companies (Audit and Auditors) Rules.2014. In our opinion and to the best of our information and according to the explanations gives to us:

i. The Company did not have any pending litigation hence no impacts on 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. The company has not transferred Rs. 1,53,692/- refund outstanding more than eight years under the head share application money to the Investor Education and Protection Fund.

M/S M/S HINDUSTAN AGRIGENETICS LIMITED.

Annexure a to Independent Auditors .Report for ths.financial year ended on 31-.March 2022

Referred to in paragraph I Under Report on Other Legal and Regulatory Requirement Return of our report of even date.

(i) (A) (a) The company has maintained proper records showing full particulars Including quantitative details and situation of its property, plant and Equipment.

(b) The Company does not hold any intangible assets. Accordingly, the provisions of clause 3(i)(A)(b) of the order are not applicable to the company.

(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 a regular programme of physical verification of its property, plant and equipment by which all property, plant and equipment are verified in a phased manner over a period of three years. In accordance with the programme, certain property, plant and equipment were verified during the year. In our option, this periodicity of physical verification is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

(C) According to the information and explanations given to us and on the basis of our examination of the records of the company, the title deed of all immovable properties (Other than properties where the company is the lessee and the lease agreements are duly executed in favour of the lessee) disclosed in the standalone financial statements are held in the name of the company.

(D) 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 revalued its property, plant and equipment (including Right of Use of Assets) or intangible assets or both during the year

(E) According to the information and explanation given to us by the company and on the basis of our examination of the records of the Company, there are no proceedings initiated or pending against the company for holding any Benami property under the" Benaml Transaction (Prohibition Act 1988) and the rules made thereunder.

(ii) (A) The*inventories have been physically verified at reasonable Intervals by the management during the year and in our opinion, the frequency of such verification is reasonable and procedures and coverage as followed by the management were appropriate. For stocks lying with third parties at the year end, the written confirmations have been obtained. No discrepancies were noticed on verification between the physical verification and book records that were 10% or more in the aggregate for each class of inventory.

(B) According to information and explanation given to us and on the basis of our examination of all the records of the company, the company has not sanctioned any working capital limit in excess of five crore rupees in aggregate from banks or financial institutions on the basis of security of Current Assets; Accordingly, the provisions of clause 3(ii)(B) of the order are not applicable to the company.

(iii) According to the information and explanations given to us and on the basis of our examination of all the records of the Company, the company has not made any investment in or provided any guarantee or security or granted any loan or advances in the nature of loans, secured or unsecured, to companies, firms limited liability partnership or any other parties during the year.

(iv) 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 neither made any investments nor has it given loans or provided guarantee or security as specified under complied with the provision of Section 185 of the Companies Act 2013 and the Company has not provided any security as specified under Section 186 of the companies act, 2013 .Further , in our opinion, the company has complied with the provisions of Section 185 and 186 of the Companies Act 2015 in relation to loans given, guarantees provided and investment made.

(v) According to the information and explanation given to us and the basis of our examination of the records of the Company, the Company has not accepted any deposits or amounts which are deemed to be deposits from the public and hence the directives issued by the Reserve Bank of India and the provision of section 73 to 76 or any other relevant provision of the Act and the companies (Acceptance of Deposit) Rules 2015 with regard to the deposits accepted from the public are not applicable in the case of the company.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under Section 148(1) of the Act in respect of Companys products and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(vii) (A) The company does not have liability in respect of Service tax, Duty of excise, Sales tax and Value added tax during the year since effective 1^st July 2017, these statutory dues has been subsumed into Goods and Service Tax (GST). According to the information and explanations given to us and on the basis of our examination of records of the company, amount deducted/accrued in the books of account in respect of undisputed statutory dues including Goods and Service Tax, provident fund, employees state insurance, income tax, duty of customs , cess and other statutory dues have generally been regularly deposited with the appropriate authorities.

(B) According to the information and explanations gives to us and on the basis of our examination of the records of the company, no undisputed amount payable in respect of provident fund, Employees state insurance, income tax, duty of customs , goods and and other material statutory dues were in arrears as at 31^st March 2022 for a period of more than six months from the date they became payable.

(viii) According to information and explanation given to us and on the basis of our examination of the records of the company, the Company has not surrendered or disclosed any transactions, previously unrecorded as income in the books of account, in the tax assessment under the Income tax, 1961 as income during the year.

(ix) (A) According to the information and explanation given to us and on the basis of our examination of the records of the company, the Company has not granted any loans or borrowing from banks, financial institution and government; Accordingly, clause 3(ix)(a),(b),(c),(d),(e) & (f) of the order is not applicable. _f

(x) (A) The company has not raised moneys by way of initial public offer or further public offer (including debt instruments) Accordingly , clause 3(x)(a) of the order is not applicable.

(B) According to informations and explanations given to us and on the basis of our examination of the records of the Company, the Company has not made a private placement of shares during the year and the requirement of section 42 and section 62 of the Companies Act, 2013; Accordingly , clause, 3(x)(b) of the order is not applicable

(xi) (A) Based on examination of the books and records of the company and according to the information and explanation given to us considering the principles of materiality outlined in the standards on Auditing , we report that no fraud by the company or on the Company has been noticed or reported during the course of audit.

(B) According to information and explanations given to us , no report U/s 143(12) of the companies Act has been filed in form ADT - 4 as prescribed under rule 13 of companies (Audit & Auditors) Rules , 2014 with the central government.

(C) We have taken into consideration the whistle blower complaints received by the company during the year while determining the nature, timing and extent of our audit procedures.

(xii) According to the information and explanations given to us, the company is not a Nidhi company. Accordingly, the provisions of clause 3(xii) of the order are not applicable to the company.

(xiii) In our opinion and according to the information and explanations given to us, the transaction with the related parties are in compliance with section 177 and 188 of companies act 2013 and the details have been disclosed in the financial statements as required by the applicable accounting standard.

(xiv) (A) Based on information and explanations provided to us and our audit procedures in our opinion the company has an internal audit system commensurate with the size and nature of its business;

(B) We have considered the Internal Audit Report of the company issued till The date of period under audit.

(xv) In our opinion and according to the information and explanations given to us and Based upon the audit procedures performed , the company has not entered into any non cash transaction with director or person connected with him. Accordingly the provisions of clause 3(xv) of the order are not applicable to the company.

(xvi) (A) According to information and explanations given to us , the company is not required to be registered u/s 45-IA of the Reserve Bank of India Act , 1934 (2 of 1934) . Accordingly, the clause 3(xvi)(a) of the order is not applicable to the company.

(B) Since the company is not a NBFC or Housing finance company. Accordingly the clause 3(xvi)(b) of the order is not applicable to the company

(C) The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India. Accordingly clause 3(xvi)(c) of the order is not applicable

(D) According to information and explanations given to us during the course of Audit, the group does not have any CIC. Accordingly, the requirement of clause 3(xvi)(d) are not applicable.

(xvii) According to information and explanations given to us and on our examination of records of the Company, the Company has incurred cash losses in the financial year and in the immediately preceding financial year.

(xviii) There are no resignation of the statutory auditors during the year hence clause 3(xviii) of the order is not applicable to the company.

(xix) According to information and explanations given to us and on the basis of financial ratios , ageing and expected dates of realization of financial assets and payment of financial liabilities and other information accompanying the financial statement , our knowledge of the board of directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention , which causes us to believe that any material uncertainty exists as on the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We however, state that this is not an assurance as to the future viability of the company. We further state that our reporting is based on the facts up to the date audit report and we neither give any guarantee nor any assurance that all the liabilities falling due within a period of one year from the balance sheet, will get discharged by the company as when they fall due.

(xx) (A) According to information and explanations given to us and on the basis of Our examination of all the records of the company, the company does not falls under the provisions of section 135 of companies Act 2013; Accordingly, clause 3(xx)(a) & (b) of the order is not applicable

PLACE: NEW DELHI

Dated: 30.05.2022

Annexure B to the Independent Auditors report on the standalone financial statements of Hindustan Agrigenetics Limited ended 31 March 2022.

Report on the internal financial controls with reference to the aforesaid standalone financial statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013.

(Referred to in paragraph 2(A)(f) under Report on Other Legal and Regulatory Requirements section of our report of even date).

Opinion

We have audited the internal financial controls with reference to standalone financial statements of Hindustan Agrigenetics Limited ("the Company") as of 31 March 2022 in conjunction with our audit of the standalone financial statements of the Company as at and for the year ended on that date.

In our opinion, the Company has, in all material respects, adequate internal financial controls with reference to standalone financial statements and such internal financial controls were operating effectively as at 31 March 2022, based on the internal financial controls with reference to standalone financial statements 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 (the "Guidance Note").

Managements and Board of Directors Responsibilities for Internal Financial Controls.

The Companys management and the Board of Directors are responsible for establishing and maintaining internal financial controls based on the criteria established by the Company considering the essential components of internal control stated in the Guidance Note. 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 the 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 Act.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls with reference to standalone financial statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to standalone financial statements. 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 with reference to standalone financial statements were established and maintained and whether such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the Internal financial controls with reference to standalone financial statements and their operating effectiveness. Our audit of internal financial controls with reference to standalone financial statements included obtaining an understanding of such internal financial controls, 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 judgement, including the assessment of the risks of material misstatement of the standalone standalone financial statements, whether due to fraud or error.

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

Meaning of Internal Financial Controls with Reference to Standalone financial statements

A companys internal financial controls with reference to standalone financial statements 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 controls with reference to standalone standalone financial statements include 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 authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companys assets that could have a material effect on the standalone standalone financial statements.

Inherent Limitations of Internal Financial Controls with Reference to Standalone financial statements

Because of the inherent limitations of internal financial controls with reference to standalone financial statements, 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 with reference to standalone financial statements to future periods are subject to the risk that the internal financial controls with reference to standalone financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

PLACE: NEW DELHI

Dated: 30.05.2022