MRC Agrotech Ltd Auditor Reports

To the Members of MRC AGROTECH LIMITED

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the standalone financial statements of MRC AGROTECH LIMITED ("the Company") having CIN No L15100MH2015PLC269095, which comprise the balance sheet as at 31st March, 2024, and the statement of Pro t and Loss, (statement of changes in equity) and statement of cash flows for the year ended as on 31st March, 2024 , and notes to the financial statements, including a summary of significant accounng policies and other explanatory informaon in which are included the Returns for the period ended on that date audited by the branch auditors of the Company’s branches.

In our opinion and to the best of our informaon and according to the explanaons given to us, the aforesaid standalone financial statements give the informaon required by the Act in the manner so required and give a true and fair view in conformity with the accounng principles generally accepted in India, of the state of a airs of the Company as at 31st March, 2024, and profit (changes in equity) and its cash flows for the year ended on 31st March, 2024.

Basis for Opinion:

We conducted our audit in accordance with the Standards on Auding (SAs) specified under secon 143(10) of the Companies Act, 2013. Our responsibilies under those Standards are further described in the Auditor’s Responsibilies for the Audit of the Financial Statements secon of our report. We are Independent of the Company in accordance with the Code of Ethics issued by the Instute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilies 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 financial statement.

Key Audit Ma ers

Key audit ma ers are those ma ers that, in our professional judgment, were of most significance in our audit of the Standalone financial statements of the current period. These ma ers 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 ma ers. We have not found any such ma ers related to the audit of this standalone financial statement which are to be reported here.

Other Ma ers

Other ma ers are those ma ers other than those that are presented or disclosed in the financial statements that, in our opinion is relevant to user’s understanding of the audit. We have not found any such ma ers related to the audit of this standalone financial statement which are to be reported here.

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

The Company’s Board of Directors is responsible for the ma ers stated in secon 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparaon of these standalone financial statements that give a true and fair view of the financial posion, financial performance, (changes in equity) and cash flows of the Company in accordance with the accounng principles generally accepted in India, including the accounng Standards specified under secon 133 of the Act. This responsibility also includes maintenance of adequate accounng records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for prevenng and detecng frauds and other irregularies; selecon and applicaon of appropriate accounng policies; making judgments and esmates that are reasonable and prudent; and design, implementa on and maintenance of adequate internal financial controls, that were operang e ecvely for ensuring the accuracy and completeness of the accoun ng records, relevant to the preparaon and presentaon 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 Company’s ability to connue as a going concern, disclosing, as applicable, ma ers related to going concern and using the going concern basis of accounng unless management either intends to liquidate the Company or to cease operaons, or has no realisc alternave but to do so.

Those Board of Directors are also responsible for overseeing the company’s financial reporng process.

Auditor’s Responsibili es for the Audit of the Financial Statements

Our objecves 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 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 financial statements.

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

Idenfy 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 detecng a material misstatement resulng from fraud is higher than for one resulng from error, as fraud may involve collusion, forgery, intenonal omissions, misrepresentaons, 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 secon 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 operang e ecveness of such controls

Evaluate the appropriateness of accounng policies used and the reasonableness of accounng esmates and related disclosures made by management.

Conclude on the appropriateness of management’s use of the going concern basis of accounng and, based on the audit evidence obtained, whether a material uncertainty exists related to events or condions that may cast significant doubt on the Company’s ability to connue as a going concern. If we conclude that a material uncertainty exists, we are required to draw a enon 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 condions may cause the Company to cease to connue as a going concern.

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

We communicate with those charged with governance regarding, among other ma ers, the planned scope and ming of the audit and significant audit ndings, including any significant deficiencies in internal control that we idenfy 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 relaonships and other ma ers that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the ma ers communicated with those charged with governance, we determine those ma ers that were of most significance in the audit of the financial statements of the current period and are therefore the key audit ma ers. We describe these ma ers in our auditor’s report unless law or regulaon precludes public disclosure about the ma er or when, in extremely rare circumstances, we determine that a ma er should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communicaon.

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 in terms of Secon 143(11) of the Act, we give in "Annexure A" a statement on the ma ers specified in paragraphs 3 and 4 of the Order.

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

a) We have sought and obtained all the informaon and explanaons which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examinaon of those books except for the ma er stated in paragraph h) vii below on reporng under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended).

c) The Balance Sheet, the Statement of Pro t and Loss including Other Comprehensive Income, Statement of Changes in Equity and the Statement of Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the Accounng Standards specified under Secon 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of the wrien representa ons received from the directors as on 31st March, 2024 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2024 from being appointed as a director in terms of Secon 164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls with reference to standalone financial statements of the Company and the operang e ecveness of such controls, refer to our separate Report in "Annexure B". Our report expresses an unmodi ed opinion on the adequacy and operang e ecveness of the Company’s internal financial controls with reference to standalone financial statements.

g) With respect to the other ma ers to be included in the Auditor’s Report in accordance with the requirements of secon 197(16) of the Act, as amended. In our opinion and to the best of our informaon and according to the explana ons given to us, the remuneraon paid by the Company to its directors during the year is in accordance with the provisions of secon 197 of the Act.

h) With respect to the other ma ers to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our informaon and according to the explanaons given to us:

i. The Company does not have any pending liga ons which would impact its financial posion.

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

iii. There were no amounts which were required to be transferred to the Investor Educaon and Protecon 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 enty, including foreign en ty ("Intermediaries"), with the understanding, whether recorded in wring or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or enes iden ed in any manner whatsoever by or on behalf of the Company ("Ulmate Bene ciaries") or provide any guarantee, security or the like on behalf of the Ulmate Bene ciaries;

(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 enty, including foreign en ty ("Funding Pares"), with the understanding, whether recorded in wring or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or enes iden ed in any manner whatsoever by or on behalf of the Funding Party ("Ulmate Bene ciaries") or provide any guarantee, security or the like on behalf of the Ulmate Bene ciaries;

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

v. No dividend have been declared or paid during the year by the company.

Nature of excep_on Noted

Details of excep_on

The accoun ng so ware used by the company for maintaining its books of accounts for the financial year ended March 31, 2024 does not have a feature of recording audit trail (edit log) facility.

Company uses Tally ERP soware for maintaining its books of accounts which does not have an inbuilt edit log feature. In the absence existence of audit trail (edit log) for any direct changes made at the database level in the "Independent Service Auditors Assurance Report on the descripon of Controls, their design and operang e ecveness" (Type 2 report issued in accordance with ISAE 3402, Assurance reports on Controls at a Service Organisaon), we draw a enon to the same that audit trail feature with respect to database of the said soware was not enabled and not operated throughout the year.

As proviso to Rule 3(1) of the companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporng under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservaon of Audit Trail as per statutory requirements for record retenon is not applicable for the financial year ended March 31, 2024.

For Choudhary Choudhary & Co. Chartered Accountants Firm Reg. No. 02910C

sd/-

Tanuja Mishra

Partner

Membership No. 136933

Place: Mumbai

Date: 30-05-2024

UDIN:24136933BKAWGA2191

"Annexure A" to the Independent Auditors’ Report

(Referred to in paragraph 1 under the heading ‘Report on Other Legal & Regulatory Requirement’ of our report of even date) TO THE MEMBERS OF MRC AGROTECH LIMITED

i. (a) In respect of Property, Plant and Equipment:

(1) The Company has maintained proper records showing full parculars, including quan ta ve details and situa on

of property, plant and equipment and relevant details of right-of-use assets.

(2) The Company has maintained proper records showing full parculars of intangible assets.

(b) All Property, Plant and Equipment have not been physically veri ed by the management during the year but there is a regular programme of veri caon which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets, No material discrepancies were noced on such veri caon.

(c) According to the informaon and explanaons given to us and on the basis of our examinaon of the records, the

Company does not hold any immovable properes during the year ended March 31, 2024.

(d) According to the informaon and explana ons provided to us, the Company has not revalued its Property, Plant and

Equipment (including Right of use assets) or intangible assets during the year ended March 31, 2024.

(e) According to the informaon and explanaons provided to us, there are no proceedings iniated or are pending against the Company for holding any benami property under the Prohibion of Benami Property Tr ansacons Act, 1988 and rules made thereunder.

ii. a) The Inventory has been physically veri ed by management.

In our opinion, the frequency of such veri caon is reasonable and procedures and coverage as followed by management were appropriate. No discrepancies were noced on veri caon between the physical stocks and the book records that were 10% or more in the aggregate of each class of inventory.

b) The Company has not been sanconed working capital limits in excess of 1 5 crore, in aggregate, at any points of me during the year, from banks or financial instuons on the basis of security of current assets and hence r eporng under clause 3(ii)(b) of the Order is not applicable.

iii. The Company has granted loans, secured or unsecured to companies, rms, Limited Liability partnerships or other par_es

during the year in respect of which:

a) The Company has provided loans during the year and details of which are given below:

Par_culars	Advances in nature of loans (Amount in Rs.)
A. Aggregate amount granted/provided during the year
1) Subsidiaries	0.00
2) Joint Ventures	0.00
3) Associates	0.00
4) Others	1,98,98,481.50
B. Balance outstanding as at balance sheet date in respect of above cases
1) Subsidiaries	0.00
2) Joint Ventures	0.00
3) Associates	0.00
4) Others	7,22,28,390.00

The Company has not provided any guarantee or security to companies, rms, limited liability partnerships or other pares.

b) In our opinion, the investments made and the terms and condions of the grant of loans, during the year are, prima facie, not prejudicial to the Company’s interest.

c) In respect of loans granted by the company, the schedule of repayment of principal and payment of interest has been spulated and the repayments of principal and payment of interest are generally been regular as per s pula on.

d) In respect of loans granted by the Company, there is no overdue amount remaining outstanding as at the balance sheet date.

e) No loan granted by the Company which has fallen due during the year, has been renewed or extended or fresh loans granted to sele the over dues of exis ng loans given t o the same pares.

f) The Company has not granted any loans or advances in the nature of loans either repayable on demand or without specifying any terms or period of repayment during the year. Hence, reporng under clause 3(iii)(f) is not applicable.

iv. In our opinion and according to the informaon and explanaons given to us, the company has complied with the provisions of secon 185 and 186 of the Companies Act, 2013 in respect of loans, investments, guarantees, and security.

v. The Company has not accepted any deposits from the public and hence the direcves issued by the Reserve Bank of India and the provisions of Secons 73 to 76 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.

vi. As per informaon & explanaon given by the management, maintenance of cost records has not been specified by the Central Government under sub-secon (1) of secon 148 of the Companies Act.

vii. (a) According to the informaon and explanaons given to us and on the basis of our examinaon of the records of the company, the company is regular in deposing undisputed statutory dues including Goods and Services Tax, provident fund, employees’ state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues to the appropriate authories. According to the informaon and explanaon given to us there were no outstanding statutory dues as on 31st of March, 2024 for a period of more than six months from the date they became payable.

viii. There were no transacons relang to previously unrecorded income that have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961).

ix. Loans or other borrowings from any lender:

(a) The Company has not taken any loans or other borrowings from any lender. Hence reporng under clause 3(ix)(a) of the Order is not applicable.

(b) Company is not declared wilful defaulter by any bank or financial instuon or other lender;

(c) According to the informaon and explanaon given to us, term loans were applied for the purpose for which the loans were obtained;

(d) According to the informaon and explanaon given to us, funds raised on short term basis have not been ulized for long term purposes;

(e) According to the informaon and explanaon given to us, the company has not taken any funds from any enty or person on account of or to meet the obligaons of its subsidiaries, associates or joint ventures;

(f) The Company has not raised any loans during the year and hence reporng on clause 3(ix)(f) of the Order is not applicable.

x. The company has not raised any money by way of inial public offer or further public offer (including debt instruments) during the year. Accordingly, clause 3(x)(a) of the Order is not applicable.

xi. (a) No fraud by the Company and no material fraud on the Company has been noced or reported during the year.

(b) No report under sub-secon (12) of secon 143 of the Companies Act has been led in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government, during the year and up to the date of this report.

(c) As per informaon provided, the company did not receive any whistle blower complaints during the reporng period and hence reporng under clause 3(xi)(c) is not applicable.

xii. The Company is not a Nidhi Company and hence reporng under clause (xii) of the Order is not applicable

xiii. In our opinion and according to the informaon and explanaons given to us, all transacons with the related pares are in compliance with secons 177 and 188 of Companies Act, where applicable and the details have been disclosed in the financial statements, as required by the applicable accounng standards; xiv. (a) In our opinion, the Company has an adequate internal control commensurate with the size and the nature of its business.

(b) Based on informaon and explanaons provided to us, no internal audit had been conducted of the company.

Accordingly, clause 3(xiv)(a), of the Order is not applicable.

xv. According to the informaon and explanaons provided to us, the Company has not entered into any non-cash transacons with its directors or persons connected with its directors. Accordingly, requirement to report on clause 3(xv) of the Order is not applicable to the Company and hence not commented upon.

xvi. (a) In our opinion, the Company is not required to be registered under secon 45-IA of the Reserve Bank of India Act, 1934.

Hence, reporng under clause 3(xvi)(a), (b) and (c) of the Order is not applicable.

(b) In our opinion, there is no core investment company within the Group (as defined in the Core Investment Companies (Reserve Bank) Direcons, 2016) and accordingly reporng under clause 3(xvi)(d) of the Order is not applicable.

xvii. The Company has not incurred cash losses during the financial year covered by our audit and the immediately precedingbfinancial year.

xviii. There has been resignaon of the statutory auditors during the year and we have taken into consideraon the issues, objecons & concerns raised by the outgoing auditors.

xix. On the basis of the financial raos, ageing and expected dates of realizaon of financial assets and payment of financial liabilies, other informaon accompanying the financial statements and our knowledge of the Board of Directors and Management plans and based on our examinaon of the evidence supporng the assumpons, nothing has come to our a enon, which causes us to believe that any material uncertainty exists as on the date of the audit report indica ng that Company is not capable of meeng its liabilies exisng 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 reporng is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilies 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 our examinaon, the provisions of secon 135 of Companies Act 2013 towards Corporate Social Responsibility are not applicable on the company. Accordingly, clauses 3(xx)(a) and 3(xx)(b) of the Order are not applicable.

xxi. The company is not required to prepare Consolidate financial statement hence this clause is not applicable.

For Choudhary Choudhary & Co. Chartered Accountants Firm Reg. No. 02910C

sd/-

Tanuja Mishra

Partner

Membership No. 136933

Place: Mumbai

Date: 30-05-2024

UDIN:24136933BKAWGA2191

"Annexure B" to the Independent Auditors’ Report

(Referred to in paragraph 2(f) under the heading ‘Report on Other Legal & Regulatory Requirement’ of our report of even date)

We have audited the internal financial controls over financial reporng of MRC AGROTECH LIMITED, having CIN No L15100MH2015PLC269095 ("the Company") as of March 31, 2024 in conjuncon with our audit of the standalone 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 reporng criteria established by the Company considering the essenal components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporng issued by the Instute of Chartered Accountants of India. These responsibilies include the design, implementaon and maintenance of adequate internal financial controls that were operang e ecvely for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevenon and detecon of frauds and errors, the accuracy and completeness of the accounng records, and the mely preparaon of reliable financial informaon, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporng based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporng (the "Guidance Note") and the Standards on Auding, issued by ICAI and deemed to be prescribed under secon 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 Instute 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 reporng was established and maintained and if such controls operated e ecvely in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporng and their operang e ecveness. Our audit of internal financial controls over financial reporng included obtaining an understanding of internal financial controls over financial r eporng, assessing the risk that a material weakness exists, and tesng and evaluang the design and operang e ecveness 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 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 Company’s internal financial controls system over financial reporng.

Meaning of Internal Financial Controls Over Financial Repor_ng

A company’s internal financial control over financial reporng is a process designed to provide reasonable assurance regarding the reliability of financial reporng and the preparaon of standalone financial statements for external purposes in accordance with generally accepted accounng principles. A company’s internal financial control over financial reporng includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transacons and disposions of the assets of the company, (2) provide reasonable assurance that transacons are recorded as necessary to permit preparaon of standalone financial statements in accordance with generally accepted accounng principles, and that receipts and expenditures of the company are being made only in accordance with authorizaons of management and directors of the company; and (3) provide reasonable assurance regarding prevenon or mely detecon of unauthorized acquision, use, or disposion of the company’s assets that could have a material effect on the standalone financial statements.

Inherent Limita_ons of Internal Financial Controls over Financial Repor_ng

Because of the inherent limitaons of internal financial controls over financial reporng, 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, projecons of any evaluaon of the internal financial controls over financial reporng to future periods are subject to the risk that the internal financial control over financial reporng may become inadequate because of changes in condions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our informaon and according to the explanaons given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporng and such internal financial controls over financial reporng were operang e ecvely as at March 31,2024, based on the internal control over financial r eporng criteria established by the Company considering the essenal components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporng issued by the Instute of Chartered Accountants of India.

For Choudhary Choudhary & Co. Chartered Accountants Firm Reg. No. 02910C

sd/-

Tanuja Mishra

Partner

Membership No. 136933

Place: Mumbai

Date: 30-05-2024

UDIN:24136933BKAWGA2191