Phytochem Remedies India Ltd Auditor Reports

The Members

Phytochem Remedies India Private Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying Standalone financial statements of M/s Phytochem Remedies India
Private Limited ("the Company") which comprise the Balance Sheet as at 31^st March 2024, the
Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and 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, the
aforesaid financial statements, give the information required by the Act in the manner so required and
give a true and fair view in conformity with the accounting principles generally accepted in India,

a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2024

b) In the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

c) In the case of the Cash Flow Statement, cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section
143(10) of the Companies Act, 2013 ("Act"). Our responsibilities under those Standards are further
described in the Auditors Responsibilities for the Audit of Financial Results 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 Companies Act, 2013 and the Rules
thereunder, and we have fulfilled our other ethical responsibilities in accordance with these
requirements and the Code of Ethics. We believe that the audit evidence obtained by us in is sufficient
and appropriate to provide a basis for our opinion.

Information other than the Financial Statements and Auditors Report Thereon

The Companys Board of Directors is responsible for the preparation of the other information. The
other information comprises the information included in the Management Discussion and Analysis,
Boards report including the Annexures to Boards Report, Corporate Governance and Shareholders
Information, but does not include the financial statements and our 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.

If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.

Managements Responsibility for the Financial Statements

The Companys 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 the Financial Statements that give a
true and fair view of the financial position, financial performance and cash flows of the Company in
accordance with the accounting principles generally accepted in India, including the Accounting
Standards specified under Section 133 of the Act, read with Rule 7 of The Companies (Accounts) Rules,
2014. This responsibility also includes maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets of the Company and for preventing and
detecting the frauds and other irregularities; selection and application of appropriate accounting
policies; making judgments and estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal financial 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 a going concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless management either intends to liquidate the Company or
to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Companys financial reporting process.
Auditors Responsibility

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 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 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 managements use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to
events or conditions that may cast significant doubt on the Companys ability to continue as a
going concern. If 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.

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
(0 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 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
communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report] Order, 2020 ("the Order"), as issued by Central

Government of India in terms of Sub Section (11) of Section 143 of the Act, we hereby give in the

"Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order to the

extent applicable.

2. As required by Section 143(3) of the Act, based on our audit 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 accounts 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 and the Cash Flow Statement dealt with
by this Report are in agreement with the books of accounts;

d. In our opinion, the aforesaid financial statements comply with the Accounting Standards
referred to in Section 133 of the Act read with Rule 7 of The Companies (Accounts) Rules,
2014;

e. On the basis of written representations received from the Directors and taken on record by
the Board of Directors, none of the Directors is disqualified as on 31^st March 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 B". Our report expresses an unmodified opinion on the adequacy and operating
effectiveness of the Companys internal financial controls over financial reporting.

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;>$3^Ct<trdance

with the provisions of section 197 of the Act.

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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, in our opinion and to the best of
our information and according to the explanations 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 derivatives contracts for
which there were any material foreseeable losses;

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

iv. Based on our examination, which included test checks, the Company has used accounting
software for maintaining its books of account for the financial year ended March 31, 2024
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 we did not come across any instance of the audit trail feature being
tampered with.

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

v.

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.

vi. The Company has not declared or paid any dividend during the year.

Annexure A to the Independent Auditors Report

(Referred to in para 1 under "Report on other Legal and Regulatory Requirement" of our report
of even date)

1. According to the information and explanations given to us, in respect of the fixed assets:

(a) The Company has maintained proper records showing full particulars, including quantitative
details and situation of fixed assets.

(b) There is a phased program for verification of fixed assets, over a period of three years, which
in our opinion is reasonable having regard to the size of the company and nature of its assets.
According to the information and explanation given to us, no material discrepancies were
noticed on such verification.

(c) As per the information and explanations provided to us, and on behalf of the examination of
the records of the company, title deeds of immovable properties (other than properties
where the company is the lessee and the lease agreement are duly executed in favor of the
lessee) are in the name of the company.

(d) The Company has not revalued any of its Property, Plant and Equipment (including right-of-
use assets) and intangible assets during the year.

(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.

2. According to the information and explanations given to us, in respect of the Inventories:

(a) As explained to us physical verification of inventory has been conducted at reasonable
intervals by the management, the coverage and procedure of such verification by the
management is appropriate, and discrepancies (which is less than 10% in the aggregate for
each class of inventory) noticed on such physical verification between physical stocks and
book records were not material considering the operations of the Company and the same
have been properly dealt with in the books of account.

(b) The company has been sanctioned working capital limits which are in excess of five crore
rupees, in aggregate, from banks on the basis of security of current assets; based on the
information and documents provided to us. the quarterly returns or statements filed by the
company with such bank are in agreement with the books of account of the Company.

3. According to the information and explanations given to us, the Company has not granted any loans
secured or unsecured to Companies, Firms, Limited Liability Partnerships or other parties covered
in the register maintained under Section 189 of The Companies Act, 2013 and therefore clause (iii)
of paragraph 3 of the Order is not applicable.

4. In our opinion and according to the information and explanations given to us, the Company has
complied with the provisions of Section 185 and 186 of the Companies Act, 2013 in respect of
loans, guarantee, investments and security provided.

5. As per the Ministry of Corporate Affairs notification dated March 31, 2014 the provisions of
Sections 73 to 76 or any other relevant provisions of The Companies Act, 2013 and The
Companies (Acceptance of Deposits) Rules, 2014, as amended, with regard to the deposits
accepted are not applicable to the Company. According to information and explanations given to
us, the Company has not accepted any deposits during the year.

6. We have broadly reviewed the books of accounts maintained by the company and are of the
opinion that, prima facie, the cost records and accounts prescribed by the Central Government
under Sub-Section (1) of Section 148 of the Companies Act, 2013 have been made and
maintained. However, we have not made a detailed examination of the cost records with a view to
determine whether they are accurate or complete.

7. According to the information and explanations given to us:

a) The Company is regular in depositing undisputed statutory dues including Employees State
Insurance, Income Tax, Cess, Goods and Service Tax and any other material statutory dues as
applicable with the appropriate authorities.

b) There are no undisputed statutory dues payable in respect of Employees State Insurance,
Income-tax, Cess, Goods and Service 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.

c) According to the information and explanation given to us and on basis of our examination of
the records of the company, there are no dues referred in sub clause (a) above which have not
been deposited on account of disputes as at March 31,2024.

8. There were no transactions relating 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).

9. In our opinion and according to the information and explanations given to us, the Company has
not defaulted in the repayment of loans or borrowings to Financial Institutions and Banks. The
Company has not taken loans or borrowings from Government or by way of Debentures.

a) The Company has raised funds by way of Term loans during the year and were utilized for the
purpose it was used for.

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

c) 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.

d) On an overall examination of the financial statements of the Company, the Company has not
taken any funds from any entity or person on account of or to meet the obligations of its
subsidiaries.

e) The Company has not raised loans during the year on the pledge of securities held in its
subsidiaries companies

10. According to the information and explanations given to us, the Company has not raised moneys
by way of Initial Public Offer or Further Public Offer during the year. 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 3(x)(b) of the Order is
not applicable.

11.

(a) According to the information and explanations given to us, no fraud by the Company and no
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 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.

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

12. The Company is not a Nidhi Company; hence reporting under clause (xii) of paragraph 3 of the
Order is not applicable to the Company.

13. According to the information and explanations given to us, the Company is in compliance with
Section 177 and 188 of The Companies Act, 2013, wherever applicable, for all transactions with
the related parties and the details of related party transactions have been disclosed in the notes
on Financial Statements as required by the applicable accounting standards.

14.

^ iL?^Lirr^n,0n;^{the C}?^mP^{any has an} adequate internal audit system commensurate with the
size and the nature of its business.

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

15. According to the information and explanations given to us, the Company has not entered into any

?Q?^C?T^h^^trr^nSaCt,0nS ^^{ith Directors or} P^ersons connected with him under provisions of Section
192 of The Companies Act, 2013.

16.

(aj 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 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) Directions, 2016) and accordingly reporting
under clause 3(xvi)(d) ofthe Order is not applicable.

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

18. The statutory auditors of the Company resigned during the previous year citing other
engagements. We were appointed as the Statutory Auditor ofthe Company during previous year.

19. On the basis ofthe financial ratios, ageing and expected dates of realization of financial assets and
payment of financial liabilities, other information accompanying the financial statements and our
knowledge ofthe Board of Directors and Management plans and based on our examination ofthe
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
Company !s 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 as-surance 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.

20.

(a) There are no unspent amounts towards Corporate Social Responsibility (CSR1 in compliance

ZlerH proviso to sub-section (5) of Section 13S of the said Act. Accordingly, reporting
under clause 3(xx)(a) of the Order is not applicable for the year.

(b) In respect of ongoing projects, the Company has transferred unspent Corporate Social
Responsibility (CSR) amount as at the end of the previous financial year, to a Special account
within a period of 30 days from the end of the said financial year in compliance with the

provision of section 135(6) of the Act.

Annexure-B to the Independent Auditors Report

(Referred to in para 2(f) under "Report on other Legal and Regulatory Requirement" of our
report of even date)

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 Phytochem Remedies India
Private 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 Controls

The Companys management is responsible for establishing and maintaining internal financial controls
based on the internal control over financial reporting criteria established by the Company considering
the essential components of internal control stated in the Guidance Note on Audit of Internal Financial
Controls over Financial Reporting (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 Companys policies, the
safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and
completeness of the accounting records, and the timely preparation of reliable financial information,
as required under the Act.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over financial
reporting based on our audit. We conducted our audit in accordance with the Guidance Note and the
Standards on Auditing, issued by the ICAI and prescribed under Section 143(10) of the Act, 2013 to the
extent applicable, to an audit of internal financial controls 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 auditors judgment, 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 apprqptf^tefomrovide a basis
for our audit opinion on the Companys internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A Companys internal financial control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles. A
Companys internal financial control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of Financial Statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the Company are
being made only in accordance with authorizations of management and Directors of the Company; and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the Companys assets that could have a material effect on the
Financial Statements.

Inherent Limitations oflnternal 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.

Opinion

In our opinion, 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 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".

For Jain Kothari & Company

Chartered Accountants

FRN : 022340C

 

rnnkit Jam

Partner

Membership Number: 160496

Date: 04-04-2022