R J Bio-Tech Ltd Auditor Reports

To,

The Members,

R J Bio-Tech Limited,

“Siddharth Arcade”, Opp. Holiday Camp, Station Road,

Aurangabad - 431 005

Report on the Audit of Standalone Financial Statements

We have audited the accompanying financial statements of R J Bio-Tech Limited, which comprise the Balance Sheet as at 31st March,2023, 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.

Discliamer of Opinion

Because of the significance of the matters described in the Basis for Disclaimer of Opinion paragraph, relating to misstatement of assets and liabilities and inability to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion. Accordingly, we do not express an opinion on the financial statements.

Basis for discliamer of Opinion

i) As per the order IA-05/2024 in CP(IB)-1262/MB/2021 dated 29-02-2024 NCLT started the liquidation process of the company but still the company has stated all its assets and liabilities at book values as a going concern, instead of liquidation/realizable values.

ii) As per the NCLT order CP (IB) NO.1262/MB-IV/2021 dated 20.09.2022 and minutes of the meeting of committee of creditors held on 21-10-2022 The RP and COC has accepted only the claim of SBI for the debt of Rs 53,56,20,483/- However the liability towards SBI has been wrongly stated and the company has also not written back the other liabilities from the books of accounts.

iii) Following events or conditions indicate that a material uncertainty exists that may cast significant doubt on the Companys ability to continue as a going concern and therefore, it may be unable to realise its assets and discharge its liabilities in the normal course of business. The financial statements (and notes thereto) do not disclose this fact. However, the financial statements of the Company have been prepared on a going concern basis.

We draw attention to the standalone financial statements, which indicates that -

- The Company has accumulated losses and its Net Worth has been fully eroded

- As per the NCLT order CP (IB) No.1262/MB-IV/2021 dated 20.09.2022 initiates the CIRP process against the company.

- As per the order IA-05/2024 in CP(IB)-1262/MB/2021 dated 29-02-2024 NCLT started the liquidation process of the company.

iv) Company have not provided Additional information requested from us for the purpose of the audit regarding expenses incurred, pending litigations, outstanding statutory demands, etc

As a result of the matters stated in Para (i), Para (ii), Para (iii) & Para (iv) above, we are unable to determine whether any adjustments might have been found necessary in respect of recordec assets and liabilities in the Balance Sheet and the corresponding elements making up the Statement of Profit and Loss and Cash Flow Statement.

We have conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the companies Act, 2013. Our responsibilities under those Standards are further described in Auditors Responsibilities for Audit of Financial Statements section of our report. We are independent of the Company in accordance with the code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAIs Code of Ethics, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion. Accordingly, we do not express an opinion on the financial statements.

Managements Responsibility for the Financial Statements

The Companys suspended Board of Directors/ Liquidator is responsible for the matters stated in section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone financial statements that give a true and fair view of the 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. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate implementation and maintenance of 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 statement 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 arid 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 suspended Board of Directors/liquidator is also responsible for overseeing the companys financial reporting process.

The responsibilities of the auditor:

The objectives of our audit 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 Standards on Auditing (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 matenal misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

-Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.

-Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

-Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events cr 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

- Because of the matters described in the Basis for Disclaimer of Opinion paragraph, we are not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion.

Report on Other Legal and Regulatory Requirements

1) As required by the Companies (Auditors Report) Order, 2020 ("the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of Companies Act, 2013, we give in the Annexure A, a statement on the matters specified in paragraph 3 and 4 of the Order, to the extend applicable.

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

a) As described in the Basis for Disclaimer of Opinion paragraph, we sought but were unable to obtain all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) Due to the possible effects of the matter described in the Basis for Disclaimer of Opinion paragraph, we are unable to state whether proper books of account as required by law have been kept by the Company so far as appears from our examination of those books.

c) Due to the possible effects of the matter described in the Basis for Disclaimer of Opinion paragraph, we are unable to state whether the Balance Sheet, Statement of Profit arid Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d) Due to the possible effects of the matter described in the Basis for Disclaimer of Opinion paragraph, we are unable to state whether the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) The matter described in the Basis for Disclaimer of Opinion paragraph above, in our opinion, may have an adverse effect on the functioning of the Company

f) The NCLT has intiated the CIRP process against the company by order CP (IB) N0.1262/MB- IV/2021 dated 20.09.2022, due to which the erstwhile Board of Directors cease to exist and hence we have no comment on the applicablity and compliance of sec 164 (2) of Companies Act.2013.

g) The reservation relating to the maintenance of accounts and other matters connected therewith are as stated in the Basis for Disclaimer of Opinion paragraph above. 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. Due to the possible effects of the matter described in the Basis for Disclaimer of Opinion paragraph, we are unable to state whether the Company has disclosed the impact of pending litigations on its financial position in its financial statements.

ii. Due to the possible effects of the matter described in the Basis for Disclaimer of Opinion paragraph, we are unable to state whether the Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.

iii. Due to the possible effects of the matter described in the Basis for Disclaimer of Opinion paragraph, we are unable to state whether there are any such amounts which are required to be transferred to Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 2013 and rules made there under.

iv. The management of the company, has represented that, to the best of its knowledge and belief other than as disclosed in the notes to accounts, no funds have been advanced or loaned or invested (either from borrowed fund or share premium or any other sources or kind of funds) by the company to or in any other person (s) or entity (ies) including foreign entities (intermediaries) with the understanding, whether recorded in writing or other wise that the intermediary shall, whether directly or indirectly lend or invest or in other persons or entities identified in any manner what so ever by or on behalf of the company (ultimate beneficiaries) or provide any guarantee, security or the like on behalf of the ultimate beneficiaries.

v. The management of the company has represented that, to the best of its knowledge and belief other than as disclosed in the notes to accounts, no funds have been received by the company from any person(s) or entity(ies), including foreign entities (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 what so ever by or on behalf of the funding party (ultimate beneficiaries) or provide any guarantee, security or the like on behalf of the ultimate beneficiaries.

Due to the possible effects of the matter described in the Basis for Disclaimer of Opinion paragraph, we are unable to state whether the representations under sub. Clause (i).l (ii) contain any material misstatement or not.

vi. No dividend has been declared or paid by the company during the year.

h) Report on the Internal Financial Controls over financial reporting as required under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013, has been given in the Annexure-B.

For S. M. BANGAD & Co.

CHARTERED ACCOUNTANTS

Firm Reg. No. 100974W

[CA NITIN S BANGAD]

PARTNER.

M. NO. 49693

UDIN : 24049693BKDEZU9904

Date : 17 July, 2024

Place: Aurangabad

ANNEXURE A TO THE AUDITORS REPORT REFERRED TO IN OUR REPORT OF EVEN DATE FOR THE YEAR ENDED AS ON 31.03.2023

In terms of the information and explanations sought by us and given by the company and the books of account and records examined by us in the normal course of audit and to the best of our knowledge and

1) Property, Plant & Equipment

(a) We are unable to comment if the company has maintained proper records showing full particulars including quantitative details & situation of property, plant & equipment or not.

We are unable to comment if the company maintain proper records regarding Intangible Assets or not.

(b) We are unable to comment if the property, plant & equipment have been physically verified by the Management at reasonable intervals or not. Further we also unable to comment if material discrepancies if any noticed on such verification have been incorporated in the books of accounts or not. Since no details of the physical verification have been made available we cannot comment on the reasonableness of the frequency of the same..

(c) The copies of title deeds if any were not made available for our verification hence we are unable to comment on whether the title deeds (Lease Deed) of immovable properties are held in the name of the company or not.

(d) The company has not revalued its property, plant & equipment (including right of use assets) during the year.

(e) We are unable to comment on whether any proceedings have been initiated or are pending against the company for holding any benami property under the Benami Transaction Prohibition Act, 1988 & rules made there under.

2) Inventory:

(a) The company does not have any inventory as on 31-03-2023.

(b) The company has been sanctioned working capital limits in excess of five crore rupees in aggregate on the basis of security of current assets. The company has not filed quarterly returns or statements, as explained to us the company have defaulted in repayment of loan and the account in marked as non performing asset by bank.

3) Investments Made, Guarantee Granted, Loans Given

The company has not granted loans to any company/party covered in the register maintained u/s 189 of the Companies Act, 2013. Hence reporting on following points is not applicable.

a) Whether the terms & conditions are prejudicial to companys interests,

b) Whether receipt of the principal amount and interest are regular;

c) Whether appropriate no steps have been taken by the company for recovery of the overdue principal and interest.

d) Whether reasonable steps have been taken by the company for recovery of principal & interest.

e) whether any loan has fallen due during the year & has been renewed or extended during the

f) whether the company has granted any loans or advances in the nature of loans either repayable on demand or without specifying any terms or period of repayment

4) Loans, Investments, Guarantees & Security

We are unable to comment on whether the company has made any investment or granted loans, or given security for loan taken or not. Furtehr we cannot comment on compliance of sec. 185 & 186 of the Companies Act,2013. Since the required information was not made available.

5) Deposits:

The Company has not accepted any deposits & hence compliance of provisions of sections 73 to 76 or other relevant provisions of the Companies Act, 2013 and the rules framed is not applicable.

6) Maintainance of Cost Records :

The company is not required to maintain cost records since the turnover of the company is below limit specified and hence our reporting on the same is not applicable.

7) Remittance of Statutory Dues:

a) In absence of the necessary information we are unable to comment on whetehr the company has been generally regular in depositing undisputed statutory dues like PF, GST etc with the appropriate authorities or not and whetehr there are any dues which are pending to be paid for a period of more than 6 month since they became payable or not.

b) In absence of necessary information and explanation we are unable to comment on whether there are any dues of GST.PF.ESIC, sales tax, wealth tax, Service Tax, Excise duty and cess which have not been deposited on account of any dispute or not.

8) Undisclosed Income:

There is no search or seizure action by IT department during the year hence reporting on this clause is not applicable.

9) Loan from Bank / Financial Institutions:

a) In our opinion & according to the information given to us, the company has defaulted in repayment of dues to the financial institutions and bank.

b) The company has been declared as a wilful defaulter by State Bank Of India in earlier years.

c) No new term loans have been availed by the company during the year and hence further reporting on this clause is not required

d) The company has not utilised funds raised on short term basis for long term purposes during the

e) The company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, associates or joint ventures during the year.

f) The company has not raised loans during the year on pledge of securities held in its subsidiaries, joint venture or associate companies.

10) Initial Public Offer (IPO) / Follow-on Public Offer (FPO):

(a) The company has not raised any money by way of initial public offer or follow-on public offer during the year & hence further reporting on this clause is not applicable.

(b) The company has not made any preferential allotment or private placement of shares or debenture during the year & hence further reporting on this clause in not applicable.

11) Frauds:

(a) No fraud by the company or on the company has been notice of reported during the year.

(b) No report u/s 143 (12) of the Companies Act, 2013 has been filed by the auditors in Form ADT-4 during the year.

We are unable to comment whether whistle blower complaints have been received by the company ^ during the year or not in absence of the relevant details.

12) Nidhi Company :

In our opinion, the company is not a nidhi company, & hence reporting under sub. Clause

(a) on complying with the ratio of net owned fund to deposits, clause

(b) on maintaining ten percent unencumbered term deposit to meet out the liability & clause

(c) on default in payment on interest on deposits or repayment thereof is not required.

13) Related Party Transactions:

We are unable to comment whether all transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013 or not in absence of the relevant information.

14) Internal Audit:

The company does not have an internal audit system commensurate with the size & nature of its business & the reports of the internal auditor for the period under audit have not been provided.

15) Non Cash Transactions:

We are unable to comment if the company has entered into any non-cash transactions with directors or persons connected with them or not in absence of the relevant information.

16) Registration under RBI Act 1934:

a) In our opinion, the company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934

b) The company has not conducted any nonbanking financial or housing finance activities during the

c) In our opinion, the company is not a Core Investment Company (CIC) as defined under RBI

d) The company is the standalone company and not a part of a group & hence reporting under this clause is not applicable.

17) Cash Losses :

In our opinion the company has incurred cash losses during the financial year & also in the immediately preceding financial year.

18) Resignation of Statutory Auditors

There has been no resignation of the statutory auditors during the year and accordingly this clause is not applicable

19) Going Concern :

On the basis of the analysis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements, our knowledge of the management plans and based on our examination of the evidence supporting the assumptions, material uncertanty exists as on the date of the audit report that company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. The basis for arriving at the above conclusion is already detailed in the basis for Disclaimer of Opinion para in the Independent

20) Corporate Social Responsibility

The requirements of complying with the corporate social responsibility is not applicable in the case of the company & hence reporting under this clause is not required.

21) Consolidated Financial Statement

The financial statements referred to in this report are a standalone financial statement & not the consolidated financial statement & hence reporting under this clause is not applicable.

For S. M. BANGAD & Co.

CHARTERED ACCOUNTANTS

Firm Reg. No. 100974W

[CA NITIN S BANGAD]

PARTNER.

M. NO. 49693

UDIN : 24049693BKDEZU9904

Date : 17 July, 2024

Place: Aurangabad

Annexure ‘B To the Independent Auditors Report

(Referred to in paragraph 7 (2) 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 R J Biotech Ltd as of March 31,2023 in conjunction with our audit of the standalone 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 issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and ihe timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors Responsibility

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

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 are unable to obtain the sufficient and appropriate audit evidence, Accordingly, we do not express an 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 1o 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

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 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

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

Disclaimer of Opinion

According to the information and explanation given to us the company has not formulated any policy neither implemented any steps regarding internal financial control over financial reporting on criteria based on or considering the essential componenets on internal control stated in the guidance note on audit of internal financial controls over financial reporting issued by ICAI. and due to this reason we are unable to obtain sufficient & appropriate audit evidence to provide a basis for our opinion whether the co. has adequate internal financial controls over financial reporting and whether such intensil financial controls were operating effectively as at 31st march,2023.

For S. M. BANGAD & Co.

CHARTERED ACCOUNTANTS

Firm Reg. No. 100974W

[CA NITIN S BANGAD]

PARTNER.

M. NO. 49693

UDIN : 24049693BKDEZU9904

Date : 17 July, 2024

Place: Aurangabad