Tricom Fruit Products Ltd Auditor Reports

TO THE MEMBERS OF

TRICOM FRUIT PRODUCTS LIMITED

Report on the Audit of the Financial Statements

Opinion

We have audited the accompanying Financial Statements of Tricom Fruit Products Limited ("the Company"), which comprise the Balance Sheet as at 31st March 2025, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity, and the Statement of Cash Flows for the year then ended, and notes to the Financial Statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as "the Financial Statements").

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, of the state of affairs of the Company as at 31st March 2025, and of its net loss and total comprehensive income, changes in equity, and cash flows for the year then ended.

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 together with the ethical requirements that are relevant to our audit 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 Code of Ethics.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for

our opinion.

Material Uncertainty related to Going Concern

We draw attention to Note 14.3 to the financial statements, which indicates that the Company has filed an application under Section 10 of the Insolvency and Bankruptcy Code, 2016 (IBC) and that the Corporate Insolvency Resolution Process (CIRP) is currently ongoing. A Resolution Professional (RP) has been appointed by the Honble National Company Law Tribunal (NCLT), Mumbai Bench, and the control and management of the Company has been vested with the RP.

The appropriateness of the going concern assumption is dependent on the outcome of the resolution process and realization of the initiatives proposed under the resolution plan, if approved. These events or conditions indicate that a material uncertainty exists that may cast significant doubt on the Companys ability to continue as a going concern.

Key Audit Matters

1. Corporate Insolvency Resolution Process under IBC

The Company is undergoing CIRP under the provisions of the Insolvency and Bankruptcy Code, 2016. During the year, the Company had filed a petition under Section 10 of the IBC, and the Honble NCLT has appointed a Resolution Professional (RP) to oversee the affairs of the Company. As per the Code, the powers of the Board of Directors stand suspended and are exercised by the RP.

We have:

Reviewed the NCLT order and related documents; Evaluated the impact of the ongoing CIRP on the financial statements; Considered the adequacy of disclosures in the financial statements. The matter has been appropriately disclosed in the financial statements and is considered a key audit matter in view of its significance.

Other Information

The Resolution Professional (RP) is responsible for the other information. The other information comprises the information included in Directors Report including Annexures, Management Discussion and Analysis Report, Corporate Governance Report 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 identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in audit or otherwise appears to be materially misstated.

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

The Companys Board of Directors is responsible for the preparation of the financial statements that give a true and fair view in accordance with the applicable Indian Accounting Standards and the provisions of the Companies Act, 2013. However, due to the ongoing Corporate Insolvency Resolution Process (CIRP) under the Insolvency and Bankruptcy Code, 2016, the powers of the Board of Directors have been suspended, and such responsibilities have been vested with the Resolution Professional (RP) appointed by the Honble National Company Law Tribunal (NCLT). These responsibilities include the preparation of the financial statements, assessment of the Companys ability to continue as a going concern, safeguarding of the Companys assets, ensuring the accuracy and completeness of the accounting records, and compliance with all applicable legal and regulatory requirements.

Auditors Responsibilities for the Audit of 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 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 control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(I) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the Company has adequate internal

financial controls system in place and the operating effectiveness of such controls;

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

Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern;

Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation;

Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit;

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards;

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

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

2. As required by Section 143(3) of the Act, 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 have been kept by the Company so far

as it appears from our examination of those books;

(c) The Balance Sheet, the Statement of Profit and Loss (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 Indian Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

(e) As per the provisions of the Insolvency and Bankruptcy Code, 2016 the powers of the Board of Directors have been suspended upon the appointment of the Resolution Professional (RP) by the Honble National Company Law Tribunal (NCLT). Accordingly, the requirements of reporting on directors disqualification under Section 164(2) of the Companies Act, 2013 are not applicable for the year ended 31st March 2025;

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B";

(g) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its

financial statements Refer Note Note 14.1 to the Financial Statements;

ii. The Company did not have any long-term contracts including derivatives 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. Based on our examination, which includes test checks, the company has used an accounting software for maintaining its books of account for the period ended 31st March, 2025, which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with.

As proviso to rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2024, 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 applicable for the period ended as on 31st March, 2025 and company maintain the same.

b) According to the information and explanation given to us, there are following dues of income tax, sales tax, service tax, duty of customs, duty of excise, value added tax outstanding on account of any dispute.

Forum where Dispute is pending	Assessment year	Disputed Amount (In thousands)	Outstanding Demand ( in thousands)
Commissioner of Income Tax (Appeals), Pune	2010-11	186,241	130,378
Commissioner of Income Tax (Appeals), Ahmedabad	2011-12	106,236	48,033
Commissioner of Income Tax (Appeals), Pune	2011-12	1125	347
Commissioner of Income Tax (Appeals), Pune	2013-14	441,518	114,327
Commissioner of Income Tax (Appeals)	2014-15	319,382	-
Sales Tax Dues	2011-12		12,272
Sales Tax Dues	2012-13		565
Sales Tax Dues	2013-14		1,541
Sales Tax Dues	2013-14		2,396
Stamp duty with Penalty			15,975

Annexure A" to the Independent Auditors Report

(Referred to in paragraph 1 under the heading ‘Report on Other Legal & Regulatory Requirement of our

report of even date to the financial statements of the Company for the year ended March 31, 2025)

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

(b) The Fixed Assets of the company were under the control of M/s. Edelweiss Asset Reconstruction Company Limited and all the assets were sold by them in FY 2021-22 to a third person. So, company doesnt have any fixed assets as on 31.03.2025.

(c) Company doesnt have any intangible assets.

2) The company doesnt have any inventory at the end of the year.

3) The Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability partnerships or other parties covered in the Register maintained under section 189 of the Act. Accordingly, the provisions of clause 3 (iii) (a) to (C) of the Order are not applicable to the Company and hence not commented upon.

4) In our opinion and according to the information and explanations given to us, the company has complied with the provisions of section 185 and 186 of the Companies Act, 2013 In respect of loans, investments, guarantees, and security.

5) The Company has not accepted deposits from the public during the year.

6) As informed to us, the maintenance of Cost Records has not been specified by the Central Government under sub-section (1) of Section 148 of the Act, in respect of the activities carried on by the company.

7) (a) According to information and explanations given to us and on the basis of our examination of the books of account, and records, the Company has undisputed statutory dues of Rs 93.42 Lacs under Income tax, Provident Fund of Rs. 11.84 Lacs, Maharashtra Labor Welfare Fund of Rs. 0.13 Lacs, VAT of Rs. 128.82 lacs, Central Sales Tax of Rs. 1.95 Lacs and Professional Tax of Rs. 4.47 Lacs, outstanding as at 31st March,2025 for a period of more than six months from the date on when they become payable.

8) As per information given to us there is no undisclosed income has been recorded in the accounts during the year.

9) i. In our opinion and according to the information and explanations given to us, the Company has defaulted in the repayment of dues to Financial Institution- Edelweiss Asset Reconstruction Company limited of Rs.45.48 Lacs. The Company has not taken any loan either from Bank or from the government and has not issued any debentures.

ii. According to the information and explanations given to us and on the basis of our examination of records of our Company, and as further confirmed by the Resolution Professional, the Company has not been declared a wilful defaulter by the bank, financial institution, government, or government authority.

iii. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long-term purposes by the Company.

iv. According to the information and explanations given to us and on an overall examination of the financial statements of the Company, we report that the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, as defined in the Act. The Company does not hold any investment in any associate or joint venture (as defined in the Act) during the year ended 31st March 2025.

v. According to the information and explanations given to us and procedures performed by us, we report that the Company has not raised loans during the year on the pledge of securities held in its subsidiaries (as defined under the Act).

10)Based upon the audit procedures performed and the information and explanations given by the Resolution Profession, the company has not raised moneys by way of initial public offer or further public offer including debt instruments and term Loans. Accordingly, the provisions of clause 3 (ix) of the Order are not applicable to the Company and hence not commented upon.

11)Based upon the audit procedures performed and the information and explanations given by the Resolution Profession, we report that no fraud by the Company or on the company by its officers or employees has been noticed or reported during the year.

12)According to the information and explanations give to us and based on our examination of the records of the Company, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

13)In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 4 (xii) of the

Order are not applicable to the Company

14)In our opinion, all transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 and the details have been disclosed in the Financial Statements as required by the applicable accounting standards.

15)According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

16)In our opinion, the internal audit system of the Company is commensurate with its size and nature of

its business. Internal Audit report has been taken into consideration for Statutory Audit.

17)Based upon the audit procedures performed and the information and explanations given by the Resolution Profession, the company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, the provisions of clause 3 (xv) of the Order are not applicable to the Company and hence not commented upon.

18)In our opinion, the company is not required to be registered under section 45 IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions of clause 3 (xvi) of the Order are not applicable to the Company and hence not commented upon.

19)The Accumulated losses of company at the end of the financial year was 13,039.07 lakhs. The Company has incurred cash losses during the current financial year and immediately preceding financial year. The company incurred Rs.40,05,000 cash loss for FY 2024-25.

20)There has been resignation of the statutory auditors during the year. All conditions and disclosure requirements as per SEBI Circular CIR/CFD/CMD1/114/2019 dated October 18, 2019 are complied with.

21)In our opinion, Company does not have the ability to pay off existing liability over a period of next

one year.

22)Sec 135 Corporate Social Responsibility has not applicable to company so this clause is not

applicable.

23)Consolidated financial statement are not applicable to company so this clause is not applicable.

"Annexure B" to the Independent Auditors Report of even date on the Financial Statements of Tricom

Fruit Products 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 Tricom Fruit Products Limited ("the Company") as of March 31, 2025 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

As the Company is undergoing the Corporate Insolvency Resolution Process (CIRP) under the provisions of the Insolvency and Bankruptcy Code, 2016 ("the Code"), the powers of the Board of Directors have been suspended and are being exercised by the Resolution Professional (RP) appointed by the Honble National Company Law Tribunal (NCLT). Further, as per the order of the NCLT, liquidation of the Company has been initiated and a Liquidator has been appointed to manage the affairs of the Company in place of the RP.

Accordingly, the responsibility for establishing and maintaining internal financial controls lies with the Resolution Professional / Liquidator during their respective tenures. This responsibility includes the design, implementation, and maintenance of adequate internal financial controls that were operating effectively to ensure the orderly and efficient conduct of the business of the Company (to the extent operations were continuing), safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial information, in accordance with the requirements of the Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all 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 judgement, 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 Indian Accounting Standards. 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 Indian Accounting Standards, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

Inherent Limitations 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 controls were operating effectively as at March 31, 2025, considering the limitations on operations and control environment due to the ongoing liquidation process under the IBC, and based on the internal control criteria established by the Company and implemented by the Resolution Professional / Liquidator considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by ICAI.

FOR A. K. Kocchar & Associates

(Chartered Accountants)

FRN: 120410W

Hitesh Kumar S

(Partner)

Membership No. 134763

UDIN: 25134763BMHLMR8777

Place: Mumbai

Date: 27th May 2025