Kerala Ayurveda Ltd Auditor Reports

To the Members of Kerala Ayurveda Limited

Report on the audit of the standalone financial statements

Qualified Opinion

We have audited the Standalone financial statements of Kerala Ayurveda Limited (‘the Company?), which comprise the Balance Sheet as at 31st March, 2025 the Statement of Profit and Loss (including other comprehensive income), the Statement of Changes in Equity and the Statement of Cash flows for the year then ended and the 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, except for the possible effects of the matter described in the ‘Basis for Qualified Opinion? section the aforesaid financial statements give the information required by the Companies Act 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015,as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2025, its loss including comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Basis for Qualified Opinion

The Company has a bank account with HDFC Bank Limited having a balance of Rs.3.85 lakhs as at 31st March 2025, which is subject to confirmation and reconciliation. In the absence of sufficient audit evidence regarding the accuracy and completeness of this balance, we are unable to determine the possible adjustments, if any, that may be required in respect of this item.

We conducted our audit of the financial statements in accordance with the Standard of Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditors 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 Act and the Rules thereunder and we have fulfilled our ethical responsibilities in accordance with these requirements and the ICAIs 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 financial statements.

Emphasis of Matters

1. We draw attention to Note 43 to the financial Statements, relating to the restatement of prior period figures due to errors and omissions identified during the current reporting period. These restatements have been made in accordance with Ind AS 8 - Accounting Policies, Changes in Accounting Estimates and Errors.

2. We draw attention to Note 16 of the financial statements relating to the significant trade receivables due from the Company?s subsidiaries. A substantial portion of these balances has been outstanding for more than 6 months. Management has represented that these amounts are fully recoverable and accordingly, no provision for expected credit loss has been recognised.

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

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

Restatement of prior period Financial Statements due to material error:

Key Audit Matter	How the matter was addressed in Audit
During the year, the Company has restated its comparative financial statements to correct certain material prior period errors. The restatements primarily relate to:	Our procedures included, among others:
¦ Incorrect foreign exchange translation and restatement of balances denominated in foreign currencies,	¦ Obtaining a detailed understanding of the nature of the prior period errors and the Company?s restatement process.
¦ Inadequate impairment assessment of investments and loans extended to certain subsidiaries, and	¦ Evaluating the Company?s internal documentation and management?s assessment supporting the restated figures.
¦ Misclassification of certain financial assets and liabilities in the earlier periods.	¦ Re-performing management?s calculations for:
These restatements involved significant management judgment, retrospective adjustments, and reclassification of comparative financial information, all of which were material to users of the financial statements. Given the nature, extent, and complexity of these restatements and the increased audit effort required to validate the adjustments, we considered this to be a key audit matter.	¦ Restatement of foreign currency balances and unrealised exchange gains/losses;
	¦ Impairment testing of investments and inter-company loans based on recoverability; and
	¦ Reclassification and measurement of financial instruments under applicable Ind AS (including bid AS 109 and Ind AS 32).
	¦ Assessing whether the restated disclosures in the financial statements comply with the requirements of Ind AS - 8 Accounting Policies, Changes in Accounting Estimates and Errors.
	¦ Evaluating the appropriateness and completeness of the disclosures related to restated comparatives.
	Reference in Financial Statements: Refer Note 43 - Disclosures required under Ind AS 8 for correction of prior period errors.

Identification and disclosures of Related Parties:

Key Audit Matter	How the matter was addressed in Audit
The Company has significant related party transactions, which include sale and purchase of goods and services, as well as lending, investment, and borrowing transactions with its subsidiaries, associates, joint ventures, and other related parties.	Our audit procedures included, among others:
Given the pervasive nature of these transactions, the risk of incomplete identification, inappropriate classification, and inadequate disclosure is heightened.	¦ Evaluated the design and tested the operating effectiveness of controls over identification and disclosure of related party transactions. Identification and disclosure of related parties was a significant area of focus and hence is considered a Key Audit Matter.
Assessing compliance with Ind AS 24 - Related Party Disclosures requires significant management judgment, particularly in ensuring completeness and accuracy of disclosures and compliance with corporate governance requirements.	¦ Obtained a list of related parties from the Company?s management and traced the related parties to declarations given by directors, where applicable, and to Note 39 of the standalone Ind AS financial statements.
Accordingly, related party transactions were considered a key audit matter.	¦ Reviewed the minutes of the meetings of the Board of Directors and Audit Committee and traced related party transactions with limits approved by Audit Committee / Board. Reviewed the declarations of related party transactions given to the Board of Directors and Audit Committee.
	¦ Verified the disclosures in the standalone Ind AS financial statements for compliance with Ind AS 24.
	Reference in Financial Statements: Refer Note 39 -Related Party Transactions

Testing for impairment of investments and loans advanced to subsidiary Companies:

Key Audit Matter	How the matter was addressed in Audit
The Company has invested in various subsidiaries and advanced significant loans to its such entities, which are outstanding as at the balance sheet date. These investments and loans form a substantial portion of the Companys financial assets.	Our audit procedures included, among others:
The assessment of recoverability of loans and the valuation of these investments involves significant management judgment. This includes evaluating:	¦ Reviewing the financial health of the subsidiaries by examining their audited/unaudited financial statements and cash flow forecasts.
¦ The financial position and cash flow projections of the subsidiaries,	¦ Obtaining a schedule of loans advanced to subsidiaries and verifying balances with underlying loan agreements.
¦ The purpose and utilisation of the loans,	¦ Assessing the terms and conditions of the loans, including tenure, interest, and repayment clauses.
¦ Probability of repayment or restructuring, and	¦ Evaluating the reasonableness of managements assessment of impairment, including assumptions used for calculating expected credit losses.
¦ The fair valuation of investments in accordance with Ind AS requirements.	¦ Reviewing the basis and documentation for impairment provision recognised for the specific subsidiary loan.
Given the materiality of the amounts involved, the related party nature of the transactions, and the judgment involved in assessing the impairment and recoverability, we considered this a key audit matter.	¦ Assessing compliance with disclosure requirements under hid AS 107, Ind AS 109, IndAS 36 and IndAS 24.
	¦ Evaluating the adequacy and appropriateness of disclosures made in the financial statements.
	Reference in Financial Statements: Refer Note 9 and 10 -Investments and Loans to Subsidiaries

Information other than the standalone financial statements and auditors report thereon

The Companys management and 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 financial statements and our auditors report thereon. The annual report is expected to be made available to us after the date of this auditors report.

Our opinion on the financial statements docs not cover the 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, we conclude that there is a material misstatement of this other information, we arc required to report the fact. We have nothing to report in this regard.

Responsibilities of management and those charged with governance for the standalone financial statements

The Company?s Board of Directors is responsible for the 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 and fair view of the financial position, financial performance including other comprehensive income, and cash flows and changes in equity 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 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 arc 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 agoing concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors cither intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Companys financial reporting process. Auditor?s 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 auditor?s report that includes our opinion. Reasonable assurance is a high level of assurance* but is not a guarantee that an audit conducted m accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Financial Statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional 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 management?s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company?s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor?s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor?s 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.

Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in

(i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.

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.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor?s Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the "Annexure 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:

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

ii) Except for the effects of the matter described in the Basis for Qualified Opinion paragraph above, 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.

iii) The company does not have any branches which has not been audited by us and so provisions of section 143(8) are not applicable to the company.

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

v) Except for the effects of the matter described in the Basis for Qualified Opinion paragraph above, in our opinion, the aforesaid Financial Statements comply with the Indian Accounting Standards specified under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules, 2015, as amended;

vi) On the basis of the written representations received from the directors as on 31st March, 2025 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2025 from being appointed as a director in terms of Section 164 (2) of the Act.

vii) 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\ Our report expresses a qualified opinion on the adequacy and operating effectiveness of the Company?s internal financial controls over financial reporting.

viii) In our opinion, the managerial remuneration for the year ended March 31, 2025 has been paid / provided by the Company to its directors in accordance with the provisions of section 197 read with Schedule V to the Act;

ix) With respect to the 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 explanation given to us:

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

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

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

iv. a) The Management has represented that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) 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 or entity, including foreign entity ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries

b) The Management has represented, that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

c) Based on the audit procedures 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), as provided under (a) and (b) above, contain any material misstatement.

v. Based on our examination which included test checks, the Company has used an accounting software for maintaining its books of account for the financial year ended 31 March 2025 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit and based on our test checks we did not come across any instance of the audit trail feature being tampered with. Further, the Company has a system which ensures that the audit trail is preserved by the Company as per the statutory requirements for record retention,

vi. Since the Company has not declared or paid any dividend during the year, the question of commenting on whether dividend declared or paid is in accordance with Section 123 of the Companies Act, 2013 does not arise.

"Annexure A" to The Independent Auditors? Report in terms of Section 143(11) of The Companies Act, 2013

(i) a) According to the information and explanations given to us and based on our examination of the records of the Company, we note that the Company has not maintained a comprehensive fixed asset register with complete details, mainly relating to the location, quantity, and identification of individual assets. Hence, we are of the opinion that the Company has not maintained proper records showing full particulars, including quantitative details and situation of the fixed assets.

b) The Company has maintained proper records showing full particulars of intangible assets.

c) According to the information and explanation given to us, Fixed Assets were not physically verified by the Management during the year. Hence, discrepancy if any could not be identified and dealt with in the books of accounts.

d) The title deeds of all the immovable properties are held in the name of the Company.

e) The Company has not revalued its Property, Plant and Equipment (including Right of Use assets) or intangible assets or both during the year.

f) According to the information and explanations given to us and on the basis of our examination of the records of the company, there are no proceedings initiated or are pending against the Company for holding any benami property under the Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder.

(ii) a) According to the information and explanations provided to us, the physical verification of the inventory i.e., the stock of traded goods, stores and spares has been conducted on a continuous basis. In our opinion and based on information and explanations given to us, the coverage and procedure of such verification by the management is appropriate having regard to the size of the Company and the nature of its operations. Discrepancies noticed on such physical verification have been properly dealt with in the books of account.

b) The Company has been sanctioned working capital limits in excess of rupees five crores in aggregate from banks and financial institutions during the year on the basis of security of current assets of the Company. The quarterly statements filed by the Company with such banks and financial institutions are not in agreements with the books of account of the Company as detailed below:

Name of the Bank	Aggregate Working Capital Limits Sanctioned (Rs. In Lakhs)	Quarter Ended	Amount disclosed as per quarterly return/ statement(Rs. In Lakhs)	Amount as per books of account(Rs. In Lakhs)	Difference (Rs. In Lakhs)	Reasons for difference
SBM Bank (INDIA) Limited	550.00	Jun-24	2,164.76	2,278.08	(113.32)	Primarily due to unbilled revenue recognised on provisional basis along with restatement of accounts as per IND AS 8
SBM Bank (INDIA) Limited	550.00	Sep-24	2,594.88	2,634.69	(39.81)
SBM Bank (INDIA) Limited	550.00	Dec-24	2,824.13	3,088.04	(263.91)
SBM Bank (INDIA) Limited	550.00	Mar-25	3,378.84	3,245.90	132.94

(iii) a) The Company has not provided any loans or advances in the nature of loans, stood guarantee or provided security to any other entity during the year. However, loans granted in earlier years to its subsidiaries, which are interest-free in nature, continue to remain outstanding at the balance sheet date.

b) These outstanding loans to subsidiaries are interest-free. In our opinion, the absence of an interest component makes the terms and conditions of the outstanding loans prima facie prejudicial to the Company?s interest.

c) The Company has granted loans to its subsidiaries with a stipulated schedule of repayment. As there were no instalments falling due during the current year, no repayments were required, and accordingly there were no delays or irregularities to be reported.

d) According to information and explanations given to us and based on the audit procedures performed and, in respect of loans granted by the Company, there is no overdue amount remaining outstanding as at the balance sheet date i.e. 31st March 2025.

e) According to information and explanations given to us and based on the audit procedures performed, no loans granted by the Company which has fallen due during the year, has been renewed or extended or fresh loans granted to settle the overdue of existing loans given to the same parties.

f) During the year, the Company has not granted any loans repayable on demand or without specifying any terms or period of repayment.

(iv) Based on the information and explanations provided to us and our examination of the books of account, we report that during the year, the Company has not granted any loans or provided guarantees or securities to parties covered under Section 185 of the Companies Act, 2013. Further, no loans, guarantees, securities, or investments have been made during the year to which the provisions of Section 186 of the Act would apply.

(v) In our opinion and according to the information and explanations given to us, no deposits or amounts which are deemed to be deposits within the meaning of Section 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules, 2014 have been accepted by the Company and hence reporting under clause 3(v) of the Order is not applicable to the Company.

(vi) The Central Government has specified maintenance of cost records under sub-section (1) of section 148 of the Act in respect of the products of the Company. 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 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 and complete.

(vii) a) The Company has generally been regular in depositing undisputed statutory dues including Goods and Service Tax, Provident Fund, Employees? State Insurance, Income Tax, duty of Customs, Cess and any other statutory dues applicable to it to the appropriate authorities. No undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31, 2025 for a period of more than six months from the date they became payable, except for the following:

Name of statute	Nature of Dues	Gross Amount (Rs. In Lakhs)	Period to which amount relates to
Employees Provident Fund & Miscellaneous Provisions Act, 1952	Contribution to Provident fund	3.22	2022-23
Employees Provident Fund & Miscellaneous Provisions Act, 1952	Contribution to Provident fund	3.27	2023-24
Employees Provident Fund & Miscellaneous Provisions Act, 1952	Contribution to Provident fund	1.88	2024-25
The Employees State Insurance Act, 1948	Contribution to Insurance fund	0.06	2023-24
The Employees State Insurance Act, 1948	Contribution to Insurance fund	0.06	2024-25

(b) Based on our audit procedures and on the basis of information and explanations given to us and on the basis of our examination of the records, there are no statutory dues referred in sub- clause (a) above which have not been deposited on account of disputes as on 31st March, 2025.

(viii) According to the information and explanation given to us, the Company has not surrendered or disclosed any transaction, previously unrecorded in the books of account, in the tax assessments under the Income Tax Act, 1961, as income during the year. Accordingly, reporting under clause 3(viii) of the order does not arise.

(ix) a) Based on our audit procedures and on the basis of information and explanations given to us and on the basis of our examination of the records, we are of the opinion that the Company has not defaulted in the repayment of loans or other borrowings or in the repayment of interest thereon to the lenders and hence reporting under clause 3(ix) of the Order is not applicable to the Company.

b) On the basis of information and explanations given to us and on the basis of our examination of the records, the Company has not been declared as wilful defaulter by any bank or financial institution or other lender.

c) On the basis of information and explanations given to us and on the basis of our examination of the records, term loans, if any, were applied for the purpose for which the loans were obtained.

d) On an overall examination of the financial statements of the Company, funds raised on short-term basis have, prima facie, not been used during the year for long-term purposes by the Company.

e) According to the information and explanations given to us and on an overall examination of the financial statements of the Company, we report that the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries as defined under the Companies Act, 2013. Accordingly, clause 3(ix)(e) of the Order is not applicable.

f) According to the information and explanations given to us and procedures performed by us, we report that the Company has not raised loans during the year on the pledge of securities held in its subsidiaries as defined under the Companies Act, 2013. Accordingly, clause 3(ix)(f) of the Order is not applicable.

(x) a) The Company has not raised any money by way of initial public offer and through debt instruments by way of further public offer during the year.

b) The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review.

(xi) a) Based on the audit procedures performed and the information and explanation given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

b) No report under section 143(12) of Companies Act, 2013 read with rule 13 of Companies (Audit and Auditors) Rules, 2014 has been filed by the auditors with the Central Government.

c) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, the Company has not received any whistle-blower complaints during the year.

(xii) The Company is not a Nidhi Company and therefore, the provisions of clause 3 (xii) of the Order are not applicable to the Company.

(xiii) In our opinion, the Company is in compliance with Section 177 and 188 of the Companies Act, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements etc. as required by the applicable accounting standards.

(xiv) a) According to the information and explanations given to us, the company has an internal audit system commensurate with the size and nature of its business.

b) We have considered the internal audit reports of the company issued during the period April 2024 to March 2025, in the course of our audit.

(xv) According to the information and explanation given to us during the year, the Company has not entered into any non-cash transactions with its directors or persons connected with its directors. Accordingly, the reporting requirement of clause (xv) of paragraph 3 of the Order is not applicable to the Company.

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

Act, 1934 (2 of 1934) and therefore, the provisions of clause 3 (xvi)(a) of the Order are not applicable to the Company.

b) On the basis of examination of records and according to the information and explanation given to us by the Company, the Company has not conducted non- banking financial / housing finance activities during the year. Accordingly, the reporting requirement of clause xvi(b) of paragraph 3 of the Order is not applicable to the Company.

c) In our opinion and according to the information and explanation given to us, the Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India. Accordingly, the reporting requirement of clause xvi(c) of paragraph 3 of the Order is not applicable to the Company.

d) According to the information and explanations provided by the management of the Company, the Company does not have any CICs as part of the Group. We have not, however, separately evaluated whether the information provided to us is accurate and complete.

(xvii) The Company has incurred cash losses amounting to Rs. 740.60 lakhs in the current year. In the immediately preceding financial year, the Company had not incurred any cash losses.

(xviii) During the year, there has been no resignation of the statutory auditors pursuant to the provisions of Section 140(2) of the Companies Act, 2013.

(xix) According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements, 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 the audit report that company is not capable of meeting its liabilities existing at 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 of the audit report and we 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.

(xx) Based on the audit procedures performed and the information and explanation given to us, we report that the Company has no liability to maintain fund according to the provisions of section 135 of Companies Act ,2013.

"Annexure B" to The Independent Auditor?s Report of Even Date on The Standalone Financial Statements of Kerala Ayurveda Limited

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 over financial reporting of Kerala Ayurveda Limited ("the Company") as of 31st March, 2025 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management?s Responsibility for Internal Financial Controls

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

Auditors? Responsibility

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

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

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company?s internal financial controls with reference to these Financial Statements.

Meaning of Internal Financial Controls Over Financial Reporting

A company?s internal financial controls with reference to these Financial Statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company?s internal financial controls with reference to these Financial Statements 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 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 company?s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

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

Qualified opinion

Based on the information and explanations given to us and our audit, certain areas in the Company?s internal financial controls over financial reporting require improvement as at 31st March, 2025. In our view, these deficiencies, individually or in aggregate, could potentially result in a material misstatement of the financial statements if not addressed;

a. The Company?s internal controls over the reconciliation of statutory dues ledgers — including Goods and Services Tax, Provident Fund,Employees ? State Insurance, Professional Tax, Labour Welfare Fund, and Tax Deducted at Source— with the corresponding records and statutory returns require strengthening. Inadequate reconciliation in these areas may result in inaccuracies in the amounts of such liabilities as reflected in the financial statements.

b. The Company?s internal controls over the physical verification of fixed assets, along with related asset management controls and standard operating procedures, require strengthening to be commensurate with the size and nature of its operations.

c. The Company?s internal controls for monitoring, recording, and reconciling related party transactions require strengthening. Formal standard operating procedures should be established to ensure that such transactions are identified, documented, and reconciled accurately, in compliance with applicable statutory and disclosure requirements.

A ‘material weakness? is a deficiency, or a combination of deficiencies, in internal financial control over financial reporting, such that there is a reasonable possibility that a material misstatement of the companys annual or interim financial statements will not be prevented or detected on a timely basis.

In our opinion considering nature of business, size of operation and organisational structure of the entity, except for the effects/possible effects of the material weaknesses described above on the achievement of the objectives of the control criteria, the Company has maintained, in all material respects, adequate internal financial controls over financial reporting and such internal financial controls over financial reporting were operating effectively as of March 31, 2025.

We have considered the material weaknesses identified and reported above in determining the nature, timing, and extent of audit tests applied in our audit of the 31st March, 2025 financial statements of the Company, and these material weaknesses do not affect our opinion on the financial statements of the Company, other than to the extent of the matters described in the Basis for Qualified Opinion paragraph above in the Report on the Audit of Standalone Financial Statements.

UDIN: 25233286BMIIBT4819	For G Joseph & Associates
Place: Emakulam	Chartered Accountants
Date : 26.05.2025	Firm Reg. No. 00631 OS
	Sd/-
	Raphael Sharon
	Partner
	M. No: 233286