Narmada Agrobase Ltd Auditor Reports

TO THE MEMBERS OF NARMADA AGROBASE LIMITED

Report on the Audit of the Ind AS Financial Statements
Opinion

We have audited the accompanying Financial Statements of Narmada Agrobase Limited ("the
Company"), which comprise the Balance Sheet as at March 31, 2024, and the Statement of Profit and
Loss (including other comprehensive income), the Statement of Cash Flows and the Statement of
changes in equity for the year then ended and 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, 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 March 31, 2024, and its profit, total comprehensive
income, its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the Financial Statements in accordance with the Standards on Auditing
specified under Section 143(10) of the Act (SAs). Our responsibilities under those Standards are further
described in the Auditors Responsibility 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 (ICAI) together with the ethical requirements that are relevant to our
audit of the Financial Statements under the provisions of the Act and the Rules made thereunder and
we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAIs
Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to
provide a basis for our audit opinion on the Financial Statements.

Key Audit Matters

Key audit matter is the matter that, in our professional judgement, was of most significance in our audit
of the Financial Statements of the current period. This matter was addressed in the context of our audit
of the Financial Statements as a whole and in forming our opinion thereon and we do not provide a
separate opinion on this matter.

Other Matter Paragraph

We draw attention to the fact that the company has not utilized accounting software equipped with the
audit trail feature, as required by Section 143(3) Rule 11(g) of the Companies Act, 2013. This feature,
designed to maintain the integrity of recorded transactions, should be operational throughout the year,
with the audit trail preserved in accordance with statutory requirements for record retention.

It is important to note that this matter does not affect our opinion on the financial statements, and our
opinion remains unmodified.

Information Other than the Financial Statements and Auditors Report Thereon

The Board of Directors of the Company is responsible for the other information. The other information
comprises the information included in the letter to the shareholders, operational highlights, Directors
Report and its annexure, Management Discussion and Analysis, and performance trend, but does not
include the Financial Statements and our Auditors Report thereon. All reports that are part of the other
information are expected to be made available to us after the date of this auditors report.

Our opinion on the Financial Statements does 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 during the course of our audit or otherwise appears to
be materially misstated.

When we read the reports that are part of other information, if we conclude that there is a material
misstatement therein, we are required to communicate to those charged with governance and to
appropriate authority.

Managements Responsibility

The Board of Directors of the Company is responsible for the matters stated in Section 134(5) of 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, cash flows and
changes in equity of the Company in accordance with the Ind AS and other accounting principles
generally accepted in India. 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 judgements and estimates that are reasonable and prudent, and design,
implementation and maintenance of adequate internal financial controls, that were operating
effectively for ensuring the accuracy and completeness of the accounting records, relevant to the
preparation and presentation of the Financial Statements that give a true and fair view and are free
from material misstatement, whether due to fraud or error.

In preparing the Financial Statements, the Management is responsible for assessing the ability of the
Company to continue as a going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the Management either intends to liquidate the
Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the financial reporting process of the
Company.

Auditors 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 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 can 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 judgement and maintain
professional skepticism 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 financial control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, 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 the Management.

• Conclude on the appropriateness of use of the going concern basis of accounting by the Management
and based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the ability of the Company to continue as a going
concern. If we conclude that a material uncertainty exists, we are required to draw attention in our
Auditors 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 Auditors 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.

• Obtain sufficient appropriate audit evidence regarding the financial information of the Company to
express an opinion on the Financial Statements

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.

From the matters communicated with those charged with governance, we determine those matters that
were of most significance in the audit of the Financial Statements of the current period and are
therefore the key audit matters. We describe these matters in our Auditors Report unless law or
regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we
determine that a matter must not be communicated in our report because the adverse consequences of
doing so will reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

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

a) 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.

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

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

d) In our opinion, the aforesaid Financial Statements comply with the Indian Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

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

f) With respect to the adequacy of the internal financial controls over financial reporting of the
Company and the operating effectiveness of such controls, refer to our separate Report in
"Annexure A". Our report expresses an unmodified opinion on the adequacy and operating
effectiveness of the internal financial controls over financial reporting of the Company.

g) With respect to the other matters to be included in the Auditors Report in accordance with the
requirements of Section 197(16) of the Act, as amended, in our opinion and to the best of our
information and according to the explanations given to us, the remuneration paid by the Company
to its Directors during the year is in accordance with the provisions of Section 197 of the Act.

h) 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, as amended in our opinion and to the best of
our information and according to the explanations given to us:

i) The Company has disclosed the impact of pending litigations on its financial position in its
Financial Statements.

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

iii) There has been no delay in transferring amounts, required to be transferred, to the Investor
Education and Protection Fund by the Company.

iv) a) The Management has represented that, to the best of its knowledge and belief, other than

as disclosed in the notes to the accounts, 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 entities (Intermediaries), with the
understanding, whether recorded in writing or otherwise, that the intermediary shall,
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 entities (Funding Parties), with the
understanding, whether recorded in writing or otherwise, that the Company shall, 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) The Company has not declared and paid any dividend during the year under review.

As required by the Companies (Auditors Report) Order, 2020 (the Order), issued by the Central
Government in terms of Section 143(11) of the Act, we give in Annexure B, a statement on the matters
specified in paragraphs 3 and 4 of the Order.

	For Jain Kedia & Sharma
	Chartered Accountants
	FRN: 103920W
	Ajaykrishna Sharma
Date: 16th May, 2024	Partner
Place: Ahmedabad	Membership Number: 035075
	UDIN:- 2403507513JZZ0U5230

Annexure- A

to Independent Auditors Report

Referred to in para 14(f) under Report on other legal and regulatory requirements section of our
report of even date

Report on the internal financial controls over financial reporting 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 Narmada Agrobase Limited
(the Company) as of March 31, 2024, in conjunction with our audit of the Financial Statements of the
Company for the year ended on that date.

Managements Responsibility for Internal Financial Control

The Management of the Company 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 (the Guidance Note) issued by the Institute of
Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and
maintenance of adequate internal financial controls that were operating effectively for ensuring the
orderly and efficient conduct of its business, including adherence to the policies of the Company, 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 internal financial controls of the Company over
financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note
issued by the ICAI and the Standards on Auditing prescribed under Section 143(10) of the Companies
Act, 2013, to the extent applicable to an audit of internal financial controls. 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 Auditors 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 internal financial controls system over financial reporting of the Company.

Meaning of Internal Financial Controls over Financial Reporting

The internal financial control over financial reporting of a company 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 the Generally Accepted Accounting Principles.
Internal financial control over financial reporting of a Company includes those policies and procedures
that

i) pertain to the maintenance of records that in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the Company;

ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of
Financial Statements in accordance with the 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

iii) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition,
use, or disposition of the assets of the Company that can have a material effect on the Financial
Statements.

Inherent Limitations of Internal Financial Control 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.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the
Company has, in all material respects, an adequate internal financial controls system over financial
reporting and such internal financial controls over financial reporting were operating effectively as at
March 31, 2024, based on the internal financial control over financial reporting criteria established by
the Company considering the essential components of internal control stated in the Guidance Note
issued by the ICAI.

	For Jain Kedia & Sharma
	Chartered Accountants
	FRN: 103920W
	Ajaykrishna Sharma
Date: 16th May, 2024	Partner
Place: Ahmedabad	Membership Number: 035075
	UDIN:- 2403507513JZZ0U5230

Annexure B

to the Independent Auditors Report

Based on the audit procedures performed for the purpose of reporting a true and fair view on the
Financial Statements of the Company and taking into consideration the information and explanations
given to us and the books of account and other records examined by us in the normal course of audit,
we report that:

(i) (a) in respect of the property, plant and equipment of the Company, the Company has

maintained proper records showing full particulars, including quantitative details and
situation of property, plant and equipment and capital work-in-progress.

(b) The Company has a program of verification of property, plant and equipment and capital
work-in-progress to cover all the items in a phased manner once over a period of three
years which, in our opinion, is reasonable having regards to size of the Company and
nature of its fixed assets. Pursuant to the program, certain fixed assets were due for
verification this year and were physically verified by the Management during the year.
According to the information and explanations given to us, no material discrepancies were
noticed on such verification.

(c) With respect to immovable properties disclosed in the Financial Statements, according to
the information and explanations given to us and the records examined by us and based
on the examination of the registered sale deed / transfer deed / conveyance deed
provided to us, we report that, the title deeds of such immovable properties are held in
the name of the Company as at the Balance Sheet date.

(d) The Company has not revalued any of its property, plant and equipment during the year
ended March 31, 2024.

(e) No proceedings have been initiated during the year or are pending against the Company as
at March 31, 2024, for holding any benami property under the Benami Transactions
(Prohibition) Act, 1988 (as amended in 2016) and Rules made thereunder.

(ii) (a) The inventories were physically verified during the year by the Management at reasonable

intervals. In our opinion, 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. No discrepancies of 10% or more in the aggregate for each class of inventories
were noticed on such physical verification of inventories, when compared with the books
of account.

(b) The Company has been sanctioned working capital limits in excess of Rs. 5 cr, in
aggregate, during the year, from banks or financial institutions on the basis of security of
current assets. In our opinion and according to the information and explanations given to
us, the quarterly returns or statements comprising (stock statements, book debt
statements and other stipulated financial information) filed by the Company with such
banks or financial institutions are in agreement with Books of Accounts.

(iii) (a) The Company has not provided any loans or advances in the nature of loans or stood
guarantee, or provided security to any other entity during the year, and hence reporting
under clause 3(iii)(a) of the Order is not commented upon.

(b) In our opinion, the investments made are, prima facie, not prejudicial to the Companys
interest. Further, the Company has not granted any loans, during the year are, therefore,
the question of any terms and conditions being prejudicial to the Companys interest does
not arise.

(c) In view of contents of (iii)(b) above the reporting about the schedule of repayment of
principal and payment of interest does not arise.

(d) In view of contents of (iii)(b) above the reporting about any amount being overdue
from loans & advances given does not arise.

(e) In view of contents of (iii)(b) above the reporting about any renewal or extension or
fresh loans granted to settle the overdues of existing loans does not arise.

(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, reporting under clause 3(iii)(f) is not applicable. The Company has not
provided any guarantee or security or granted any advances in the nature of loans,
secured or unsecured, to companies, firms, Limited Liability Partnerships or any other
parties.

(iv) The Company has complied with the provisions of Sections 185 and 186 of the Companies
Act, 2013 in respect of loans granted, investments made and guarantees and securities
provided, as applicable.

(v) According to the information and explanations given to us, the Company has not accepted
any deposit during the year. In respect of unclaimed deposits, the Company has complied
with the provisions of Sections 73 to 76 or any other relevant provisions of the
Companies Act, 2013.

(vi) The maintenance of cost records has not been specified by the Central Government under
sub-section (1) of section 148 of the Companies Act, 2013 for the business activities
carried out by the Company. Hence, reporting under clause (vi) of the Order is not
commented upon.

(vii) According to the information and explanations given to us, in respect of statutory dues

(a) Undisputed statutory dues including provident fund, employees state insurance,
income-tax, sales-tax, service tax, duty of custom, duty of excise, value added tax, cess
have been regularly deposited by the company with the appropriate authorities in all
cases during the year

(b) There were no undisputed amounts payable in respect of provident fund, employees state
insurance, income tax, customs duty, cess, goods and services tax and other material
statutory dues in arrears as at March 31, 2024, for a period of more than six months from
the date they became payable.

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

(ix) (a) The Company has not defaulted in the repayment of loans or borrowings or in the payment of

interest thereon to any lender during the year.

(b) The Company has not been declared wilful defaulter by any bank or financial institution or
government or any government authority.

(c) The company has not obtained any term loan during the year and hence reporting under clause
(ix) (c) of the Order is not commented upon.

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

(e) The company has no subsidiary or joint venture and hence reporting under clause (ix) (e) of the
Order is not commented upon.

(f) The Company has not raised loans during the year on the pledge of securities held in its
subsidiary or joint venture company.

(x) (a) The Company has not issued any of its securities (including debt instruments) during the year

and hence reporting under clause (x) (a) of the Order is not commented upon.

(b) During the year the Company has not made any preferential allotment or private placement of
shares or convertible debentures (fully or partly or optionally) and hence reporting under
clause (x)(b) of the Order is not commented upon.

(xi) (a) To the best of our knowledge and according to the information and explanations given to us, no

fraud by the Company and no material fraud on the Company by its officers or employees has
been noticed or reported during the year.

(b) No report under Sub-section (12) of Section 143 of the Companies Act,2013 has been filed 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 represented to us by the Management, there were no whistleblower complaints received by
the Company during the year.

(xii) The Company is not a Nidhi Company and hence reporting under Clause (xii) of the Order
is not commented upon.

(xiii) In our opinion and according to the information and explanations given to us the Company is in
compliance with Section 177 and 188 of the Companies Act, 2013, where applicable, for all
transactions with the related parties and the details of related party transactions have been
disclosed in the Financial Statements as required by the applicable accounting standards.

(xiv) (a) In our opinion the Company has an adequate internal audit system commensurate with the size

and the nature of its business.

(b) We have considered, the internal audit reports issued to the Company during the year and till
date in determining the nature, timing and extent of our audit procedures.

(xv) In our opinion and according to the information and explanations given to us, during the year,
the Company has not entered into any non-cash transactions with its Directors or Directors of
its subsidiary companies or persons connected with them and hence provisions of Section 192
of the Companies Act, 2013 are not applicable.

(xvi) (a) In our opinion, the Company is not required to be registered under Section 45-IA of the Reserve

Bank of India Act, 1934. Hence, reporting under Clause (xvi)(a), (b) and (c) of the order is not
commented upon.

(b) In our opinion, the company is not core investment company (as defined in the Core Investment
Companies (Reserve Bank) Directions, 2016) as part of the Group and accordingly reporting
under clause (xvi)(d) of the Order is not commented upon.

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

(xviii) There has been no resignation of the Statutory Auditors of the Company during the year.

(xix) On the basis of the financial ratios, ageing and expected dates of realisation of financial assets
and payment of financial liabilities, other information accompanying the Financial Statements
and our knowledge of the Board of Directors and the 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
indicating that the 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) In our opinion, provisions of section 135 are not applicable to the Company. Hence, reporting
under Clause (xx)(a) and (b) of the order is not commented upon.

(xxi) The company does not have any subsidiaries. Hence, reporting under Clause (xxi) of the order is
not commented upon.

	For Jain Kedia & Sharma
	Chartered Accountants
	FRN: 103920W
	Ajaykishna Sharma
Date: 16th May, 2024	Partner
Place: Ahmedabad	Membership Number: 035075
	UDIN:- 2403507513JZZ0U5230