Rama Phosphates Ltd Auditor Reports

To the Members of

Rama Phosphates Limited

Report on the Financial Statements

Opinion

We have audited the Financial Statements of Rama Phosphates Limited ("the Company"), which comprise of the Balance Sheet as at 31st March 2024, the Statement of Profit and Loss (including other comprehensive income), Statement of Changes in Equity and Statement of Cash Flows for the year then ended, and notes to the Financial Statements, including a summary of material 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,

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2024;

(b) in the case of the Statement of Profit and Loss (including Other Comprehensive Income), of the Profit for the year ended on that date;

(c) in the case of the Statement of Changes in Equity, of the changes in equity for the year ended on that date; and

(d) in the case of the Cash Flow Statement, of the 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 Act. Our responsibilities under those Standards are further described in the Auditors Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ("the 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 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 we have obtained is sufficient and appropriate to provide a basis for our opinion on the Financial Statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were 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 these matters.

S.N. Key Audit Matters	Auditors Response
1 Measurement of Arms Length price for Related party transaction	1) We evaluate the companys processes for identifying related party transactions and assess the completeness and accuracy of related party disclosures in the financial statements. This includes understanding the nature of relationships between related parties and the significance of transactions with related parties to the companys financial performance and position.
Related party transactions pose a significant financial reporting risk due to the potential for transactions to be conducted at prices that deviate from the arms length principle. Under Ind AS, related party transactions are required to be disclosed in the financial statements, and the determination of the arms length price for such transactions requires careful consideration and scrutiny.	2) We examine the appropriateness of transfer pricing methodologies used by the company to determine the arms length price for related party transactions. This involves evaluating whether the methodologies comply with relevant Ind AS requirements and are consistent with industry practices and regulatory guidelines.
	3) We assess the selection and comparability of comparable transactions used as benchmarks for determining the arms length price. This includes evaluating the relevance and reliability of comparables, considering factors such as industry characteristics, geographical locations, and market conditions.
	4) Review the adequacy of documentation supporting the determination of arms length prices, including transfer pricing documentation required by tax authorities. Assess the effectiveness of internal controls over the identification, measurement, and disclosure of related party transactions.
	5) Evaluate compliance with Ind AS requirements, including Ind AS 24 on Related Party Disclosures, and assess the implications of related party transactions on tax compliance. Review the alignment of reported arms length prices with tax regulations to mitigate the risk of regulatory non-compliance and potential tax exposures.
2 Provision for Doubtful Advances and Recoverable:	1) Evaluate the reasonableness of managements estimates used in determining the provision for doubtful advances and recoverable. This involves assessing the historical experience, economic conditions, and specific circumstances affecting the collectibility of advances and recoverable amounts.
The provision for doubtful advances and recoverables represents a critical area of audit focus due to the inherent uncertainty surrounding the collectability of these assets. Managements estimation of the allowance for doubtful advances and recoverables involves significant judgment and is subject to various risks, including changes in economic conditions, customer creditworthiness, and the effectiveness of collection efforts. This key audit matter encompasses the evaluation of the adequacy of the provision and the reasonableness of managements assumptions and methodologies used in determining the provision.	2) Test the adequacy of the provsion by performing analytical procedures, comparing the provision to historical bad debt experience, aging analyses of receivables, and external economic indicators. Scrutinize the sufficiency of the provision in light of any identified risks and uncertainties.
	3) Review the documentation supporting the estimation of the provision, including the analysis of individual advances and recoverable amounts, impairment assessments, and correspondence with counterparties. Verify the existence and validity of any legal agreements, collateral, or guarantees securing the recoverable amounts.
	4) Assess the effectiveness of internal controls over the recognition, measurement, and disclosure of provisions for doubtful advances and recoverable. Test the design and operating effectiveness of controls related to the assessment of credit risk, monitoring of receivables, and review of impairment indicators.
	5) Evaluate the adequacy and completeness of disclosures related to provisions for doubtful advances and recoverable in the financial statements. Assess the clarity and transparency of disclosures regarding the nature, extent, and timing of the provision, including key assumptions and uncertainties inherent in the estimation process.
3 Accounting of Government Subsidy income	1) Gain an understanding of the nature and terms of the government subsidy arrangements, including the purpose of the subsidies, eligibility criteria, and any conditions or restrictions imposed by the granting authorities. Assess the companys compliance with the terms of the subsidy agreements.
The accounting for government subsidy income is a significant area of focus due to its materiality and the potential impact on the financial statements. Government subsidies are often provided to support specific activities, such as research and development, investment in infrastructure, or export promotion. The recognition, measurement, and disclosure of government subsidy income require careful consideration of the conditions attached to the subsidies and compliance with relevant Ind AS	2) Evaluate the companys application of the recognition criteria for government subsidy income as per Ind AS. This involves assessing whether the subsidies meet the definition of income, whether there is reasonable assurance of receipt, and whether any conditions for recognition have been met.
standards. This key audit matter encompasses the assessment of the appropriateness, accuracy, and completeness of the recognition and disclosure of government subsidy income in accordance with Ind AS.	3) Assess the measurement of government subsidy income, including the determination of the fair value of non-monetary subsidies and any subsequent measurement considerations, such as amortization or recognition as a deduction from related expenses.
	4) Review the documentation supporting the recognition and measurement of government subsidy income, including subsidy agreements, correspondence with granting authorities, and calculations prepared by management. Verify the accuracy and completeness of subsidy income recognized in the financial statements.^
	5) Assess the effectiveness of internal controls over the recognition, measurement, and disclosure of government subsidy income. Test the design and operating effectiveness of controls related to the assessment of eligibility criteria, monitoring of subsidy receipts, and review of compliance with subsidy agreements.
	6) Evaluate the adequacy and completeness of disclosures related to government subsidy income in the financial statements. Assess the clarity and transparency of disclosures regarding the nature, extent, and accounting treatment of subsidies, including any significant judgments or estimates involved.
4 Revaluation of freehold land	1) Assessed the appropriateness of the valuation methodology used by management, ensuring it is consistent with industry standards and relevant accounting principles.
The company has carried out a revaluation of its land during the financial year in accordance with IND AS 16 - Property, Plant, and Equipment. This revaluation requires significant judgment and estimation by management, particularly in selecting the appropriate valuation methodology, applying key assumptions, and determining the fair value of the land. Given the material nature of the revaluation and its significant impact on the financial statements, this was identified as a key audit matter.	2) Verified the credentials and independence of the external valuers engaged by the company.
	Evaluated the scope of work and the terms of engagement of the valuers to ensure it was conducted in accordance with the applicable professional standards.
	3) Reviewed the key assumptions and inputs used in the valuation process, such as market prices, location, size, and usage of the land.

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 of the information included in the Management Discussion and Analysis, Draft Boards Report including Annexures to the said Boards Report, Corporate Governance and Shareholders Information, but does not include the financial statements and our auditors report thereon.

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.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

The Companys Board of Directors 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, changes in equity and cash flows 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 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 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 Companys Board of Directors are also responsible for overseeing the Companys financial reporting process.

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 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 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 controls 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 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 cond tions 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 (i) in 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

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 the Act, we give in the Annexure A statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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 account as required by law relating to preparation of the aforesaid Financial Statements have been kept so far as it appears from our examination of those books except for the matters stated in paragraph (i)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.

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

d) In our opinion, the aforesaid financial statements comply with the Ind AS 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 31st March, 2024 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2024 from being appointed as a director in terms of Section 164(2) of the Act.

f) With reference to maintenance of accounts and other matter therewith, reference is invited to paragraph (b) above on reporting under section 143(3)(b) and paragraph (i)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 as amended.

g) With respect to the adequacy of the internal financial controls with reference to Financial Statements 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 with reference to Financials Statements.

h) With respect to the matter to be included in the Auditors Report under Section 197(16) of the Act,

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 read with Schedule V to the Act.

i) 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 in Note 39 of the 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, no funds 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 persons or entities, 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 ("Ultimate Beneficiaries") by or on behalf of the Company 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 have been received by the Company from any persons or entities, 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 ("Ultimate Beneficiaries") by or on behalf of the Funding Party or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(c) Based on such audit procedures as 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 (iv) (a)

and (iv) (b) contain any material misstatement.

v. The Company declared and paid dividend for the year ended 31st March 2023 amounting to 176.93 lakhs during the year in accordance to section 123 of the Act. Board of Directors of the Company has not proposed any dividend during the year

vi. Based on our examination, which includes test checks, it is observed that the company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has been 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 on March 31, 2024.

ANNEXURE - A TO THE INDEPENDENT AUDITORS REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS OF RAMA PHOSPHATES LIMITED

Statement on the matters specified in paragraphs 3 and 4 of 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 the Companies Act, 2013 ("the Act") to the extent applicable.

i . In respect of its Property, Plant and

Equipment :

a) (A) The Company, on the basis of

available information, has maintained proper records showing full particulars including quantitative details and situations of Property, Plant and Equipment ;

(B) The Company has maintained proper records showing full particulars of Intangible assets.

b) The Company has a program of physical verification of property, plant and equipment and right-of-use assets so to cover all the assets over the period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, certain property, plant and equipment and right- of-use assets were due for verification during the 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) Based on our examination of the property tax receipts and other documents for immovable properties provided to us, we report that, the title deeds of immovable properties (other than properties where the company is the lessee and the lease agreements are duly executed in favour of the lessee), disclosed in the financial statements included under property, plant and equipment are held in the name of the Company as at the balance sheet date.

d) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not revalued its Property, Plant and Equipment (including Right of Use assets) or intangible assets during the year except for all assets comprising Freehold Land (see Note 2 in the financial statements). The aforesaid revaluation is based on the valuation performed by a Registered Valuer and the amount of net change is 9,493 in Lakhs which is 5,208% of net carrying value of freehold land as a class of Property, Plant and Equipment.

e) No proceedings have been initiated during the year or are pending against the Company as at 31st March, 2024 for holding any benami property under the Prohibition of Benami Transactions Act, 1988 (45 of 1988) and Rules made thereunder. The Company does not hold any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made there under.

ii. a) According to the information and explanations given to us, the inventories have been physically verified at reasonable intervals by the management during the year and no material discrepancies have been noticed. In our opinion and according to the information and explanations given to us, the procedures followed by the management for physical verification of inventory are reasonable and adequate in relation to the size of the Company and the nature of the business.

b) According to the information and explanations given to us and on the basis of examination of the records of the Company, the Company has been sanctioned working capital limits in excess of Rupees five crore, in the aggregate, from banks on the basis of security of current assets and the quarterly returns or statements filed by the Company with such banks are generally in agreement with the books of account of the Company.

iii. According to the information and explanations given to us and on the basis of our examination of books of account, during the year the Company has not made investments in, granted loans or advances, provided any guarantee or security to companies, firms, Limited Liability Partnerships or any other parties. Accordingly, reporting under clause 3(iii) of the order is not applicable.

iv. In our opinion and according to the information and explanations given to us, during the year the Company has not granted any loans, made investments in, provided any guarantee or security. Hence, question of complying with provisions of section 185 and 186 of the Act does not arise. Therefore, reporting under clause 3(iv) of the order is not applicable.

v. According to the information and explanation given to us, the Company has not accepted any deposits or amounts which are deemed to be deposits as per the provisions of Section 73 to 76 or any other relevant provisions of the Act and the rules framed there under. Therefore, reporting under clause 3(v) of the order is not applicable.

vi. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government for the maintenance of cost records under section 148 (1) of the Act in respect of the Companys Products to which the said rules are made applicable, and are of the opinion that prima facie the prescribed cost records have been made and maintained. We have, however, not made a detailed examination of the records with a view to determine whether they are accurate or complete.

vii. a) According to the records of the

Company, undisputed statutory dues including Goods and Services Tax, provident fund, employees state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues have been regularly deposited with the appropriate authorities. According to the information

and explanations given to us, no undisputed amounts payable in respect of aforesaid dues were outstanding as at 31st March, 2024 for a period of more than six months from the date it became payable.

b) According to the records of the Company and information and explanations given

to us, no statutory dues to be deposited on account of any dispute, including Goods and Services Tax, provident fund, employees state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues, except the following.

Name of t he statue	Nature of the dues	Rs In Lacs	Period to which the amounts relate	Forum where dispute is pending
MP Commercial Tax Act, 1994	Sales Tax	6.47	F.Y 1994-95	Honble M.P High Court, Indore
Madhya Pradesh Entry Tax, 1976	Entry Tax	1.00	F.Y 1995 -96	Honble M.P High Court, Indore
Central Sales Tax Act,1956	Central Sales Tax	115.89	F.Y. 2003 -04, 2004-05	Honble M.P High Court, Indore
Madhya Pradesh Value Added Tax, 2002	VAT Tax	0.43	F.Y. 2015 -16	Appeal before Additiona l Commissioner, Indore
Custom Act- 1962	Penalty under Custom act	19.00	F.Y. 2010 -11	Honble M.P High Court, Indore
Custom Act- 1962	Penalty under Custom act	102.51	F.Y. 2005-06 to F.Y. 2009-10	Commissioner Customs (Appeal) at Ahmedabad
Custom Act- 1962	Penalty under Custom act	6,812.71	F.Y. 2005-06 to F.Y. 2009-10	Honble M.P High court, Indore
Custom Act- 1962	Penalty under Custom act	2,243.82	F.Y. 2005-06 to F.Y. 2009-10	Honble Gujrat High court, Ahmed abad

viii. On the basis of our examination of the books and according to the information and explanations given to us, there is no transaction which is not recorded in the books of account and have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.

ix. a) On the basis of our examination of the

books and according to the information and explanations given to us, during the year, there are no defaults in repayment of dues to financial institutions, banks, Government or debenture holders. Accordingly, reporting under clause 3(ix)(a) of the order is not applicable.

b) During the year the Company is not declared as wilful defaulter by any bank or financials institution or other lender.

c) During the year the Company has not obtained any Term Loan hence reporting under clause 3(ix) c of the order is not

applicable.

d) According to the information and explanations given to us, and the procedure performed by us, and on overall examination of the financial statements of the company, we report that no funds raised on short-term basis have been used for long-term purposes by the company.

e) The Company does not have any subsidiaries, associates or joint ventures hence question of raising of any funds from any entity or person on account of or to meet the obligations of its subsidiaries, associates or joint ventures does not arise. Therefore, reporting under clause 3(ix)(e) of the order is not applicable.

f) The Company does not have any subsidiaries, associates or joint ventures hence question of raising of loans on the pledge of securities held in subsidiaries,

viii. On the basis of our examination of the books and according to the information and explanations given to us, there is no transaction which is not recorded in the books of account and have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.

ix. a) On the basis of our examination of the

books and according to the information and explanations given to us, during the year, there are no defaults in repayment of dues to financial institutions, banks, Government or debenture holders. Accordingly, reporting under clause 3(ix)(a) of the order is not applicable.

joint ventures or associate companies, does not arise. Therefore, reporting under clause 3(ix)(f) of the order is not applicable.

x. a) In our opinion and on the basis of

information and explanations given to us, the Company has not raised any money by way of initial public offer or further public offer (including debt instruments). Therefore, reporting under clause (x)(a) of the order is not applicable to the Company.

b) In our opinion and on the basis of information and explanations given to us, the Company has not made any preferential allotment or private placement of shares or convertible debentures (fully, partially or optionally convertible) during the year. Therefore, reporting under clause (x)(b) of the order is not applicable to the Company.

xi. a) According to the information and

explanations given to us, no material fraud by the Company or on the Company has been noticed or reported during the year.

b) During the year, no report under subsection (12) of section 143 of the Act has been filed by the Cost Auditor or Secretarial auditor or by us in Form ADT - 4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government, during the year and upto the date of this report.

c) According to the information and

explanations given to us, during the year, no whistle blower complaint was received by the Company.

xii. In our opinion and according to information and explanations given to us, the Company is not a Nidhi Company. Therefore, reporting under clause 3(xii) of the Order is not applicable.

xiii. According to information and explanations given to us and based on our examination of the records of the company, transactions with related parties are in accordance with section 177 and 188 of the Act where applicable and details of such transactions have been disclosed in Financial Statements as required by applicable Ind AS.

xiv. a) According to information and explanations

given to us and based on our examination of the records of the Company, it has an internal audit system commensurate with the size and nature of its business.

b) The reports of the Internal Auditors for the period under audit were considered by us.

xv. According to information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Therefore, reporting under clause 3(xv) of the order is not applicable.

xvi. a) In our opinion and according to the

information and explanations given to us, the Company is not required to be registered under section 45- IA of Reserve Bank of India Act, 1934. Therefore, reporting under clause 3(xvi)(a) of the order is not applicable.

b) The Company has not conducted any Non - Banking Financial or Housing Finance activities and is not required to obtain CoR for such activities from the Reserve Bank of India. Accordingly, reporting under clause 3(xvi)(b) of the Order is not applicable.

c) The Company is not a Core Investment Company as defined in the regulations made by Reserve Bank of India. Accordingly, reporting under clause 3(xvi)(c) of the Order is not applicable.

d) As represented by the management, the Group does not have more than one Core Investment Company (CIC) as part of the Group as per the definition of Group contained in the Core Investment Companies. Accordingly, reporting under clause 3(xvi)(d) of the Order is not applicable.

xvii. The Company has incurred cash loss of 3,379.12 lakhs in the financial year, however there was no cash loss in the preceding financial year.

xviii. There has been no resignation of the statutory auditors during the year. Therefore, reporting under clause 3(xviii) of the order is not applicable.

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, our knowledge of the Board of Directors and management plans, we are of the opinion that no material uncertainty exists as on the date of the audit report that the Company is 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, 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. According to the information and explanations given to us and based on our examination of the records of the Company, there is no unspent amount which is required to be transferred to any Fund Specified in Schedule VII to the Companies Act or to a Special account in compliance with the provisions of Sub-section (6) of Section 135 of the said Act.

ANNEXURE - B TO THE INDEPENDENT AUDITORS REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS OF RAMA PHOSPHATES LIMITED

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of Rama Phosphates 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 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 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 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 Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit

to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the 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 appropriate to provide 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 Limitat ons 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.

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 (ICAI).