Resgen Ltd Auditor Reports

TO THE MEMBERS OF

RESGEN LIMITED

(Formerly known as ECOJANITORS LIMITED)

REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying Financial Statements of RESGEN LIMITED (formerly known as ECOJANITORS LIMITED) (‘the Company), which comprise the Balance Sheet as at 31st March, 2024, the Statement of Pro t and Loss and the statement of Cash Flows for the year then ended and notes to the Financial Statements, including a summary of significant accounng policies and other explanatory informaon.

OPINION

In our opinion and to the best of our informaon and according to the explanaons given to us, the aforesaid Standalone Financial Statements give the informaon required by the Act in the manner so required and give a true and fair view in conformity with the accounng principles generally accepted in India, of the state of a airs of the company as at 31st March, 2024, the profit and total income, and its cash flows for the year ended on that date.

BASIS FOR OPINION

We conducted our audit of the financial statement in accordance with the Standards on Auding specified under Secon 143(10) of the Act (SAs). Our responsibilies under those Standards are further described in the Auditors Responsibilies for the Audit of Standalone Financial Statements secon of our report. We are independent of the company in accordance with the Code of Ethics issued by the Instute of Chartered Accountants of India (ICAI) together with the independence requirements that are relevant to our audit of the Standalone Financial Statements under the provisions of the Act and the Rules made there under, and we have fulfilled our other ethical responsibilies 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 audit opinion on the Standalone Financial Statements.

OTHER INFORMATION

The Companys Management and Board of Directors are responsible for the other informaon. The other informaon comprises the informaon included in the Companys annual report, but does not include the financial statements and our auditors report thereon. The Companys annual report is expected to be made available to us aWer the date of this auditors report. Our opinion on the standalone financial statements does not cover the other informaon and we will not express any form of assurance conclusion thereon. In connecon with our audit of the standalone financial statements, our responsibility is to read the other informaon iden ed above when it becomes available and, in doing so, consider whether the other informaon is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. When we read the Companys annual report, if we conclude that there is a material misstatement therein, we are required to communicate the maPer to those charged with governance and take necessary acons, as applicable under the relevant laws and regulaons.

MANAGEMENTS RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

The Companys Board of Directors is responsible for the maPers stated in Secon 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparaon and presentaon of these Financial Statements that give a true and fair view of the financial posion, financial performance and cash flows of the company in accordance with the accounng principles generally accepted in India, including the Accounng Standards specified under Secon 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

This responsibility also includes maintenance of adequate accounng records in accordance with the provisions of the Act for safeguarding the assets of the company and for prevenng and detecng frauds and other irregularies; selecon and applicaon of appropriate accounng policies; making judgments and esmates that are reasonable and prudent; and design, implementaon and maintenance of adequate internal financial controls, that were operang e ecvely for ensuring the accuracy and completeness of the accounng records, relevant to the preparaon and presentaon of the Standalone 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 connue as a going concern, disclosing, as applicable, maPers related to going concern and using the going concern basis of accounng unless management either intends to liquidate the Company or to cease operaons, or has no realisc alternave but to do so. Those Board of Directors are also responsible for overseeing the Companys financial reporng process.

AUDITORS RESPONSIBILITY

Our objecves are to obtain reasonable assurance about whether the Standalone 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 Standalone Financial Statements.

We have taken into account the provisions of the Act, the accounng and auding standards and maPers which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auding specified under Secon 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Standalone Financial Statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Standalone Financial Statements. The procedures selected depend on the Auditors judgment, including the assessment of the risks of material misstatement of the Standalone Financial Statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the companys preparaon of the Standalone Financial Statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluang the appropriateness of the accounng policies used and the reasonableness of the accounng esmates made by the Companys Directors, as well as evaluang the overall presentaon of the Standalone Financial Statements.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by sub-secon 3 of Secon 143 of the Act, we report that:

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

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

(c) The Balance Sheet, the Statement of Pro t and Loss and the Statement of Cash Flows dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the aforesaid Standalone Financial Statements comply with the Accounng Standards specified under Secon 133 of the Act, read with relevant rule issued thereunder.

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

(f) With respect to the adequacy of the internal financial controls over financial reporng of the company and the operang e ecveness of such controls, refer to our separate report in "ANNEXURE - A";

(g) with respect to the other maPers to be included in the Auditors Report in accordance with the requirements of secon 197(16) of the Act, as amended:

In our opinion and to the best of our informaon and according to the explanaons given to us, the remuneraon paid by the company to its directors during the year is in accordance with the provisions of secon 197 of the Act.

(h) with respect to the other maPers 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 informaon and according to the explanaons given to us: -

i. The Company did not have any pending ligaons in its Standalone Financial Statements.

ii. The Company did not have any long term contract including derivave contract which may lead to any foreseeable losses.

iii. There were no amounts which are required to be transferred to the Investor Educaon and Protecon Fund by the Company during the period ended 31st March, 2024.

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

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

b. The Management has represented, that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or enty, including foreign enty ("Funding Pares"), with the understanding, whether recorded in wring or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or enes iden ed in any manner whatsoever by or on behalf of the Funding Party ("Ulmate Bene ciaries") or provide any guarantee, security or the like on behalf of the Ulmate Bene ciaries;

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

vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounng soware which has a feature of recording audit trail (edit log) facility is applicable to the Company with effect from April 1, 2023. Based on our examinaon which included test checks, the company has used accounng soware for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transacons recorded in the soware. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with.

2. As required by the Companies (Auditors Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of sub-secon (11) of Secon 143 of the Act, we give in the "Annexure B" a statement on the maPers specified in paragraphs 3 and 4 of the Order, to the extent applicable.

	For Jay Gupta and Associates
	(Erstwhile Gupta Agarwal & Associates)
	Chartered Accountants
	Firms Registraon No: 329001E
Jay Shanker Gupta
Partner
Place: Kolkata	Membership No: 059535
Date: May 29, 2024	UDIN: 24059535BKBIZU8875

ANNEXURE A

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 reporng of RESGEN LIMITED (Formerly known as ECOJANITORS LIMITED) ("the Company") as of 31st March, 2024 in conjuncon 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 reporng criteria established by the company considering the essenal components of internal control stated in the Guidance Note on audit of Internal Financial Controls over Financial Reporng issued by the Instute of Chartered Accountants of India (‘ICAI). These responsibilies include the design, implementaon and maintenance of adequate internal financial controls that were operang e ecvely for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevenon and detecon of frauds and errors, the accuracy and completeness of the accounng records, and the mely preparaon of reliable financial informaon, as required under the Companies Act, 2013.

AUDITORS RESPONSIBILITY

Our responsibility is to express an opinion on the companys internal financial controls over financial reporng based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporng (the "Guidance Note") and the Standards on Auding, issued by ICAI and deemed to be prescribed under secon 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Instute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporng was established and maintained and if such controls operated e ecvely in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporng and their operang e ecveness. Our audit of internal financial controls over financial reporng included obtaining an understanding of internal financial controls over financial reporng, assessing the risk that a material weakness exists, and tesng and evaluang the design and operang e ecveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the Standalone Financial Statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the companys internal financial controls with reference to Financial Statements.

MEANING OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

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

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

Because of the inherent limitaons of internal financial controls over financial reporng, including the possibility of

collusion or improper management override of controls, material misstatements due to errors or frauds may occur and not be detected. Also, projecons of any evaluaon of the internal financial controls over financial reporng to future periods are subject to the risk that the internal financial control over financial reporng may become inadequate because of changes in condions, or that the degree of compliance with the policies or procedures may deteriorate.

OPINION

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

	For Jay Gupta and Associates
	(Erstwhile Gupta Agarwal & Associates)
	Chartered Accountants
	Firms Registraon No: 329001E
Jay Shanker Gupta
Partner
Place: Kolkata	Membership No: 059535
Date: May 29, 2024	UDIN: 24059535BKBIZU8875

"Annexure B" to the Independent Auditors Report

Referred to in paragraph 2 under the heading ‘Report on Other Legal & Regulatory Requirement of report of even date to the Standalone Financial Statements of the company for the year ended 31st March, 2024; we report that:

1. PROPERTY, PLANT & EQUIPMENT AND INTANGIBLE ASSETS [Clause 3(i)]:

(a) The company has maintained proper records showing full parculars, including quantave details and situaon of its Property, Plant and Equipment.

(b) The company is maintaining proper records showing full parculars of intangible assets.

(c) As explained to us, these Property, Plant and Equipment have been physically veri ed by the management at reasonable intervals; no material discrepancies were noced on such veri caon.

(d) The tle deeds of immovable properes are held in the name of the company.

(e) The Company has not revalued its Property, Plant and Equipment (including Right of Use assets) or intangible assets or both during the year.

(f) No proceedings have been iniated or are pending against the company for holding any Benami property under the "Benami Transacons (Prohibion) Act, 1988 and Rules made thereunder.

2. INVENTORY [Clause 3(ii)]

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

b The company has been sanconed working capital limits in excess of ve crore rupees during the year, in aggregate, from banks or financial instuons on the basis of security of current assets; quarterly returns or statements led by the company with such banks or financial instuons are in agreement with the books of account of the Company.

3. LOAN GIVEN BY COMPANY [Clause 3(iii)]

The company has not made any investments during the year. The Company has not granted secured/ unsecured loans/advances in nature of loans, to companies/ rms/Limited Liability Partnerships/ other pares, or stood guarantee, or provided security to companies/ rms/ Limited Liability Partnerships/other pares.

The Company has not granted secured/ unsecured loans/ advances in nature of loans, or stood guarantee, or provided security to any pares. Therefore, the reporng under clause 3(iii)(c), (iii)(d), (iii)(e) and (iii)(f) of the Order are not applicable to the Company.

4. LOAN TO DIRECTORS AND INVESTMENT BY COMPANY [Clause 3(iv)]

According to informaon and explanaon given to us, the company has not granted loans and advances and made investments and not provided guarantees to its subsidiary companies as detailed in clause 3 of this report which is in line with secon 185(3)(d) of the companies Act, 2013 and the provision of secon 185 and 186 of the Companies Act have been complied with.

5. DEPOSITS [Clause 3(v)]

According to the informaon and explanaon given to us the company has not accepted deposits from the public during the financial year under audit. Accordingly, the paragraph 3(v) of the order is not applicable to the company and hence not commented upon.

6. COST RECORDS [Clause 3(vi)]

As informed to us, the maintenance of Cost Records has not been specified by the Central Government under sub-

secon (1) of Secon 148 of the Act, in respect of the acvies carried on by the company.

7. STATUTORY DUES [Clause 3(vii)]

(a) The company is regular in deposing undisputed statutory dues including provident fund, employees state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues to the appropriate authories. According to the informaon and explanaons given to us, no undisputed amounts payable in respect of the above were in arrears as at 31st March, 2024 for a period of more than six months from the date on when they become payable.

(b) According to the informaon and explanaons given to us there are no dues of sales tax, income tax, goods and service tax, customs duty, cess and any other statutory dues.

8. SURRENDERED OR DISCLOSED INCOME [Clause 3(viii)]

There are no such transacons which are not recorded in the books of account which have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.

9. REPAYMENT DUES [Clause 3(ix)]

In our opinion and according to informaon and explanaons given to us, the company has not defaulted in the repayment of loans or borrowings to financial instuons, banks and government.

According to the informaon and explanaons given to us and on the basis of our audit procedures, we report that the Company has not been declared Willful Defaulter by any bank or financial instuon or government or any government authority.

In our opinion, and according to the informaon and explanaons given to us, the term loans have been applied for the purposes for which they were obtained.

According to the informaon and explanaons given to us, and the procedures performed by us, and on an overall examinaon of the standalone 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.

The Company has not taken any funds from any enty or person on account of or to meet the obligaons of its subsidiaries, associates or joint ventures.

The Company has not raised loans during the year on the pledge of securies held in its subsidiaries, joint ventures or associate companies.

10. UTILISATION OF INTIAL AND FURTHER PUBLIC OFFER [Clause 3(x)]

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

11. FRAUD AND WHISTLE-BLOWER COMPLAINTS [CLAUSE 3(xi)]

To the best of our knowledge and according to the informaon and explanaons given to us, no fraud by the company or any fraud on the Company by its o cers or employees has been noced or reported during the year.

During the course of our examinaon of the books and records of the Company, carried out in accordance with the generally accepted auding pracces in India, and according to the informaon and explanaons given to us, a report under Secon 143(12) of the Act, in Form ADT-4, as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 was not required to be led with the Central Government. Accordingly, the reporng under clause 3(xi)(b) of the Order is not applicable to the Company.

Whistle-blower complaints have not been received during the year by the Company.

12. NIDHI COMPANY [Clause 3(xii)]

In our opinion and according to informaon and explanaons given to us, clause (xii) of para 3 to Companies (Auditors Report) Order, 2020 w.r.t. Nidhi Company is not applicable to company. Accordingly, the paragraph 3(xii) of the order is not applicable to the company and hence not commented upon.

13. RELATED PARTY TRANSACTION [Clause 3(xiii)]

The Company has entered into transacons with related pares in compliance with the provisions of Secons 177 and 188 of the Act. The details of such related party transacons have been disclosed in the standalone financial statements as required by the applicable accounng standards.

14. INTERNAT AUDIT: [CLAUSE 3(xiv)]

The company has an internal audit system commensurate with the size and nature of its business.

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

15. NON CASH TRANSACTION [Clause 3(xv)]

In our opinion and according to informaon and explanaons given to us, the company has not entered into any non-cash transacons with directors or persons connected with him. Accordingly, the paragraph 3(xv) of the order is not applicable to the company and hence not commented upon.

16. REGISTER WITH RBI ACT, 1934 [Clause 3(xvi)]

The company is not required to be registered under secon 45-IA of the Reserve Bank of India Act, 1934. Accordingly, the paragraph 3(xvi) of the order is not applicable to the company.

The Company has not conducted any Non-Banking Financial or Housing Finance acvies during the year.

The Company is not a Core Investment Company (CIC) as defined under the Regulaons by the Reserve Bank of India.

17. CASH LOSSES [Clause 3(xvii)]

The Company has not incurred cash losses during the period from 01st April, 2023 to 31st March, 2024 and in the immediately preceding financial year.

18. RESIGNATION OF STATUTORY AUDITORS [Clause 3(xviii)]

There has been no resignaon of the statutory auditors during the year and accordingly, the provisions of clause 3(xviii) of the Order is not applicable.

19. MATERIAL UNCERTAINTY ON MEETING LIABILITIES [Clause 3(xix)]

On the basis of the financial raos, ageing and expected dates of realizaon of financial assets and payment of financial liabilies, other informaon accompanying the Standalone Financial Statements, the auditors 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 company is capable of meeng its liabilies exisng at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date.

20. TRANSFER TO FUND SPECIFIED UNDER SCHEDULE VII OF COMPANIES ACT, 2013 [Clause 3(xx)]

The provision relang to transfer to fund specified under schedule vii of the Companies Act, 2013 is not applicable to the company.

21. ADVERSE REMARKS IN CONSOLIDATED STANDALONE FINANCIAL STATEMENTS [Clause 3(xxi)]

The company is not required to prepare consolidated financial statement for the period under review.

	For Jay Gupta and Associates
	(Erstwhile Gupta Agarwal & Associates)
	Chartered Accountants
	Firms Registraon No: 329001E
Jay Shanker Gupta
Partner
Place: Kolkata	Membership No: 059535
Date: May 29, 2024	UDIN: 24059535BKBIZU8875