Sameera Agro and Infra Ltd Auditor Reports

Informa on Other than the Financial Statements and Auditor’s Report Thereon

The Company’s Board of Directors is responsible for the other informa on. The other informa on comprises the informa on included in the Report of the Directors and Management Discussion & Analysis but does not include the consolidated financial statements, standalone financial statements, and our auditor’s report thereon. Our opinion on the standalone financial statements does not cover the other informa on and we do not express any form of assurance conclusion thereon In connec on with our audit of the standalone financial statements, our responsibility is to read the other informa on and, in doing so, consider whether the other informa on is materially inconsistent with the standalone 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 informa on, we are required to report that fact. We have nothing to report in this regard fraud or error. In preparing the standalone financial statements, management is responsible for assessing the Company’s ability to con nue as a going concern, disclosing, as applicable, ma ers related to going concerned and using the going concern basis of accoun ng unless the Board of Directors either intends to liquidate the Company or to cease opera ons or has no realis c alterna ve but to do so. The Companys Board of Directors is also responsible for overseeing the Company’s financial repor ng process.

Auditor’s Responsibility for the Audit of the Standalone Financial Statements

Our objec ves 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 auditor’s 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. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skep cism throughout the audit. We also:

Iden fy and assess the risks of material misstatement of the standalone 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 detec ng a material misstatement resul ng from fraud is higher than for one resul ng from error, as fraud may involve collusion, forgery, inten onal omissions, misrepresenta ons, or the override of internal control.

Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Sec on 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has an adequate internal financial controls system with reference to standalone financial statements in place and the opera ng e ec veness of such controls.

Evaluate the appropriateness of accoun ng policies used and the reasonableness of accoun ng es mates and related disclosures made by the management.

Conclude on the appropriateness of management’s use of the going concern basis of accoun ng and, based on the audit evidence obtained, whether a material uncertainty exists related to events or condi ons that may cast significant doubt on the Company’s ability to con nue as a going concern. If we conclude that a material uncertainty exists, we are required to draw a en on in our auditor’s report to the related disclosures in the standalone 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 auditor’s report. However, future events or condi ons may cause the Company to cease to con nue as a going concern.

Evaluate the overall presenta on, structure, and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transac ons and events in a manner that achieves fair presenta on. Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in the aggregate, make it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be in uenced. We consider quan ta ve materiality and qualita ve factors in (i) planning the scope of our audit work in evalua ng the results of our work, and (ii) evalua ng the effect of any iden ed misstatements in the standalone financial statements. We communicate with those charged with governance regarding, among other ma ers, the planned scope and ming of the audit and significant audit ndings, including any significant deficiencies in internal control that we iden fy 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 rela onships and other ma ers that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the ma ers communicated with those charged with governance, we determine those ma ers that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit ma ers. We describe these ma ers in our auditor’s report unless law or regula on precludes public disclosure about the ma er or when, in extremely rare circumstances, we determine that a ma er 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 communica on.

Report on Other Legal and Regulatory Requirements

A. We have sought and obtained all the informa on and explana ons which to the best of our knowledge and belief were necessary for the purposes of our audit. B. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examina on of those books. C. The Balance Sheet, the Statement of Pro t and Loss including Other Comprehensive Income, the Cash Flow Statement, and the Statement of Changes in Equity 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 Ind AS specified under Sec on 133 of the Act. E. On the basis of the wri en representa ons received from the directors as of March 31, 2024, taken on record by the Board of Directors, none of the directors is disqualified as of March 31, 2024, from being appointed as a director in terms of Sec on 164(2) of the Act. F. With respect to the adequacy of the internal financial controls with reference to standalone financial statements of the Company and the opera ng e ec veness of such controls, refer to our separate report in “Annexure A”. Our report expresses an unmodi ed opinion on the adequacy and opera ng e ec veness of the Company’s internal financial controls with reference to standalone financial statements. G. With respect to the other ma ers to be included in the Auditor’s Report in accordance with the requirements of Sec on 197(16) of the Act, as amended, in our opinion and to the best of our informa on and according to the explana ons given to us, the remunera on paid/provided by the Company to its directors during the year is in accordance with the provisions of Sec on 197 of the Act. H. With respect to the other ma ers to be included in the Auditor’s 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 informa on and according to the explana ons given to us: a. The Company does not have any pending li ga ons which effects its financial posi on in its standalone financial statements. b. The Company did not have any long-term contracts including deriva ve contracts for which there were any material foreseeable losses. c. There has been no delay in transferring amounts, required to be transferred, to the Investor Educa on and Protec on Fund by the Company

i. 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 person(s) or en ty(ies), including foreign en es (“Intermediaries”), with the understanding, whether recorded in wri ng or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or en es iden ed in any manner whatsoever by or on behalf of the Company (“Ul mate Bene ciaries”) or provide any guarantee, security or the like on behalf of the Ul mate Bene ciaries. ii. The Management has represented, that, to the best of its knowledge and belief, no funds have been received by the Company from any person(s) or en ty(ies), including foreign en es. iii. Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our no ce that has caused us to believe that the representa ons under subclause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement. iv. The Company has not declared any dividend during the year and there is no pending dividend payable that are declared in the previous year in accordance with Sec on 123 of the Act, as applicable

As stated in the Note under the Statement of Changes in Equity, the Board of Directors of the Company has proposed a nal dividend for the year which is subject to the approval of the members at the ensuing Annual General Mee ng. The dividend proposed is in accordance with Sec on 123 of the Act, as applicable. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accoun ng so ware which has a feature of recording audit trail (edit log) facility is applicable to the Company w.e.f. April 1, 2023, and accordingly, repor ng under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 is not applicable for the financial year ending March 31, 2024.

For Damacherla & Associates Chartered Accountants FRN:019045S

CA Birsala Bheemesh Chowdary Partner M. No. 242072

UDIN: 24242072BKELUB4454

Place: Hyderabad

Date: 30.05.2024

ANNEXURE “A” TO THE INDEPENDENT AUDITOR’S REPORT

(Referred to in paragraph 1(f) under ‘Report on Other Legal and Regulatory Requirements’ sec on of our report of even date)

Report on the Internal Financial Controls with reference to standalone financial statements under Clause (i) of Sub sec on 3 of Secon 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls with reference to the standalone financial statements of SAMEERA AGRO AND INFRA LIMITED (“the Company”) as of March 31, 2024, in conjunc on with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls with reference to standalone financial statements based on the internal control with reference to standalone financial statements criteria established by the Company considering the essen al components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Ins tute of Chartered Accountants of India. These responsibili es include the design, implementa on, and maintenance of adequate internal financial controls that were opera ng e ec vely for ensuring the orderly and efficient conduct of its business, including adherence to the company’s policies, the safeguarding of its assets, the preven on and detec on of frauds and errors, the accuracy and completeness of the accoun ng records, and the mely prepara on of reliable financial informa on, as required under the Companies Act, 2013.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls with reference to the standalone financial statements of the Company 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”) issued by the Ins tute of Chartered Accountants of India and the Standards on Audi ng prescribed under Sec on 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls with reference to standalone financial statements. 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 with reference to standalone financial statements was established and maintained and if such controls operated e ec vely in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to standalone financial statements and their opera ng e ec veness. Our audit of internal financial controls with reference to standalone financial statements included obtaining an understanding of internal financial controls with reference to standalone financial statements, assessing the risk that a material weakness exists, and tes ng and evalua ng the design and opera ng e ec veness of internal control based on the assessed risk. The procedures selected depend on the auditor’s 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 Company’s internal financial controls system with reference to standalone financial statements.

Meaning of Internal Financial Controls with reference to standalone financial statements

A companys internal financial control with reference to standalone financial statements is a process designed to provide reasonable assurance regarding the reliability of financial repor ng and the prepara on of financial statements for external purposes in accordance with generally accepted accoun ng principles. A companys internal financial control with reference to standalone financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transac ons and disposi ons of the assets of the company; (2) provide reasonable assurance that transac ons are recorded as necessary to permit the prepara on of financial statements in accordance with generally accepted accoun ng principles and that receipts and expenditures of the company are being made only in accordance with authoriza ons of management and directors of the company; and (3) provide reasonable assurance regarding preven on or mely detec on of unauthorized acquisi on, use, or disposi on of the companys assets that could have a material effect on the financial statements.

Inherent Limita ons of Internal Financial Controls with reference to standalone financial statements

Because of the inherent limita ons of internal financial controls with reference to standalone financial statements, 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, projec ons of any evalua on of the internal financial controls with reference to standalone financial statements for future periods are subject to the risk that the internal financial control with reference to standalone financial statements may become inadequate because of changes in condi ons, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our informa on and according to the explana ons given to us on internal financial controls with reference to standalone financial statements, the Company has, in all material respects, an adequate internal financial control system with reference to standalone financial statements and such internal financial controls with reference to standalone financial statements were opera ng e ec vely as at March 31, 2024, based on the criteria for internal financial control with reference to standalone financial statements established by the Company considering the essen al components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Ins tute of Chartered Accountants of India.

For Damacherla & Associates Chartered Accountants FRN:019045S

CA Birsala Bheemesh Chowdary Partner

M. No. 242072 UDIN: 24242072BKELUB4454

Place:Hyderabad

Date:30.05.2024

ANNEXURE B TO THE INDEPENDENT AUDITOR’S REPORT

(Referred to in paragraph 2 under ‘Report on Other Legal and Regulatory Requirements sec on of our report of even date)

In terms of the informa on and explana ons 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 belief, we state that:

(i) In respect of xed assets a) A. The Company has maintained proper records showing full par culars, including quan ta ve details and situa on of Property, Plant, and Equipment, capital work-in-progress, and relevant details of Right-of-Use assets. B. The Company has maintained proper records showing full par culars of intangible assets.

b) Some of the property, plant and equipment, capital work-in-progress, and Right-of-Use assets were physically veri ed during the year by the Management in accordance with a program of veri ca on, which in our opinion provides for physical veri ca on of all the property, plant and equipment, capital work-in-progress and Right-of-Use assets at reasonable intervals having regard to the size of the Company and the nature of its activities. According to the informa on and explana ons given to us, no material discrepancies were no ced in such veri ca on.

c) The Company does not have any Immovable proper es registered on it. So, clause 3(i)(c) is not applicable

d) The Company has not revalued any of its property, plant, and equipment (including right-of-use assets) and intangible assets during the year.

e) No proceedings have been ini ated during the year or are pending against the Company as of March 31, 2024, for holding any benami property under the Benami Transac ons (Prohibi on) Act, 1988 (as amended in 2016) and rules made thereunder.

(ii) a) The inventories except for goods-in-transit and stock held with third parties were physically veri ed during the year by the Management at reasonable intervals. In our opinion and according to the informa on and explana ons given to us, the coverage and procedure of such veri ca on by the Management is appropriate having regard to the size of the Company and the nature of its opera ons. For stocks held with third parties at the year-end, the Management has carried out physical veri ca on and wri en con rma ons have also been obtained. In respect of goods-in transit, the goods have been received subsequent to the year-end. No discrepancies of 10% or more in the aggregate for each class of inventories were no ced on such physical veri ca on of inventories / alternate procedures performed, as applicable, when compared with books of account.

b) The Company does not have any working capital limits sanc oned during the year.

(iii) The company has acquired Amar Wineries with a stake of 74% valued at RS 21,90,40,000.00 during the year.

(iv) The Company has complied with the provisions of Sec ons 185 and 186 of the Companies Act, 2013 in respect of investments made.

(v) The Company has not accepted any deposits or amounts which are deemed to be deposits. Hence, reporng under clause (v) of the Order is not applicable.

(vi) The maintenance of cost records has been specified by the Central Government under subsec on (1) of sec on 148 of the Companies Act and such accounts and records have been so made and maintained;

(vii)In respect of statutory dues: a. Undisputed statutory dues, including Goods and Services Tax, Provident Fund, Employees’ State Insurance, Income, Sales Tax, Service Tax, duty of Custom, duty of Excise, Value Added Tax, cess, and other material statutory dues applicable to the Company have been regularly deposited by it with the appropriate authori es in all cases during the year.

b. There were no undisputed amounts payable in respect of Goods and Services Tax, Provident Fund, Employees’ State Insurance, Income, Sales Tax, Service Tax, the duty of Custom, the duty of Excise, Value Added Tax, cess, and other material statutory dues in arrears as at March 31, 2024, for a period of more than six months from the date they became payable.

c. Details of statutory dues referred to in sub-clause (a) above which have not been deposited as on March 31, 2024 on account of disputes are given below:

(viii) There were no transac ons rela ng to previously unrecorded income that were surrendered or disclosed as income in the tax assessments under the Income-tax Act, 1961 (43 of 1961) during the year.

(ix) a. In our opinion, the Company has not defaulted in the repayment of loans or other borrowings or in the payment of interest thereon to any lender during the year. b. The Company has not been declared a willful defaulter by any bank or financial ins tuon or Government or any Government authority. c. The Company has not taken any term loan during the year and there are no unu lized term loans at the beginning of the year hence, repor ng under clause (ix)(c) of the Order is not applicable. d. On an overall examina on of the standalone financial statements of the Company, funds raised on a short-term basis have, prima facie, not been used during the year for long-term purposes by the Company. e. On an overall examina on of the standalone financial statements of the Company, the Company has not taken any funds from any en ty or person on account of or to meet the obliga ons of its subsidiaries. f. The Company has not raised loans during the year on the pledge of securi es held in its subsidiaries.

(x) a. The Company has raised the money by way of issuing securi es of 34,80,000 at face value of 10/- each through Ini al public offer during the year were applied for the purposes for which those are raised. b. During the year the Company has not made any preferen al allotment or private placement of shares or conver ble debentures (fully or partly or op onally) and hence repor ng under clause (x)(b) of the Order is not applicable to the Company.

(xi) a. To the best of our knowledge, no material fraud by the Company and no material fraud on the Company has been no ced or reported during the year. b. To the best of our knowledge, no report under sub-sec on (12) of Sec on 143 of the Companies Act has been led in Form ADT-4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government, during the year and up to the date of this report. c. We have taken into considera on the whistle-blower complaints received by the Company during the year and provided to us when performing our audit.

(xii) The Company is not a Nidhi Company and hence repor ng under clause (xii) of the Order is not applicable.

(xiii) In our opinion, the Company is in compliance with Sec on 177 and 188 of the Companies Act, where applicable, for all transac ons with the related parties, and the details of related party transac ons have been disclosed in the standalone financial statements, etc. as required by the applicable accoun ng standards.

(xiv) a. In our opinion, the Company has an adequate internal audit system commensurate with the size and the nature of its business. b. We have considered, the internal audit reports issued to the Company during the year under audit.

(xv) In our opinion during the year, the Company has not entered into any non-cash transac ons with any of its directors or directors of its holding company, subsidiary company, or persons connected with such directors, and hence provisions of sec on 192 of the Companies Act, 2013 are not applicable to the Company.

(xvi) a) The Company is not required to be registered (b), (c) under Sec on 45-IA of the Reserve Bank of India Act, 1934. Hence, repor ng under clause (xvi)(a), (b), and (c) of the Order is not applicable.

d)The Group does not have any Core Investment Company as part of the group and accordingly reporng under clause (xvi)(d) of the Order is not applicable.

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

(xviii) There is no resigna on of the statutory auditors during the year. However, auditor transi oned from one rm to another, though the auditors name remained unchanged.

(xix) On the basis of the financial ra os, aging and expected dates of realiza on of financial assets and payment of financial liabili es, other informa on accompanying the financial statements and our knowledge of the Board of Directors and Management plans and based on our examina on of the evidence suppor ng the assump ons, nothing has come to our a en on, which causes us to believe that any material uncertainty exists as on the date of the audit report indica ng that Company is not capable of meeting its liabili es exis ng at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our repor ng is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabili es 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)The Company has not covered under Corporate Social Responsibility (CSR) activities during the year.so, clause (xx) under report is not applicable.

(xxi)According to the informa on and explana ons given to us, we report that CARO is applicable only to the Company which is incorporated in India. In respect of Sameera Agro and Infra Limited (CIN: U45201TG2002PLC038623)

For Damacherla & Associates Chartered Accountants FRN:019045S

CA Birsala Bheemesh Chowdary Partner

M. No. 242072 UDIN: 24242072BKELUB4454

Place:Hyderabad

Date:30.05.2024