To the Members of M/S HRB FLORICULTURE LTD

Opinion

We have audited the financial statements of M/S HRB FLORICULTURE LTD ("theCompany") which comprise the Balance sheet as at 31st March 2022 and the statementof Profit and Loss (including Other Comprehensive Income) the Statement of Changes inEquity and Statement of cash flows for the year then ended and notes to the financialstatements including a summary of significant accounting policies and other explanatoryinformation.

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid financial statements give the information required by the Actin the manner so required and give a true and fair view in conformity with IndianAccounting Standards prescribed under section 133 of the Act read with the Companies(Indian Accounting Standards) Rules 2015 as amended ("Ind AS") and otheraccounting principles generally accepted in India of the state of affairs of the Companyas at March 31 2022 and its loss total comprehensive income changes in equity and itscash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder section 143(10) of the Companies Act 2013. Our responsibilities under thoseStandards are further described in the Auditor's Responsibilities for the Audit of theFinancial Statements section of our report. We are independent of the Company inaccordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia together with the ethical requirements that are relevant to our audit of thefinancial statements under the provisions of the Companies Act 2013 and the Rulesthereunder and we have fulfilled our other ethical responsibilities in accordance withthese requirements and the Code of Ethics. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the standalone financial statements of the current period.These matters were addressed in the context of our audit of the standalone financialstatements as a whole and in forming our opinion thereon and we do not provide aseparate opinion on these matters.

Description of Key Audit Matter

1.Going Concern

See Note No. 28 to Financial Statements

We draw attention to Statement of Profit & Loss for the year ended 31st March 2022which indicates that the company incurred a net loss of Rs. 5.37 lakhs during the yearended 31st March 2022(Rs. . 5.73 lakhs for year ended 31st March 2021) and as of thatdate the Company's current liabilities exceeded the current assets by Rs. 51.20 lakhs (Rs46.04 lakhs for year ended 31st March 2021). These events indicate that a materialuncertainty exists that may cast significant doubt on the Company's ability to continue asa going concern.

To address this matter the situation has to be monitored by management in future fromtime to time.

Other Information

The Company's management and Board of Directors are responsible for the otherinformation. The other information comprises the information included in the Company'sannual report but does not include the financial statements and our auditors' reportthereon. Our opinion on the standalone financial statements does not cover the otherinformation and we do not and will not express any form of assurance conclusion thereon.In connection with our audit of the standalone financial statements our responsibility isto read the other information and in doing so consider whether the other information ismaterially inconsistent with the standalone financial statements or our knowledge obtainedin the audit or otherwise appears to be materially misstated. If based on the work wehave performed we conclude that there is a material misstatement of this otherinformation we are required to report that fact. We have nothing to report in thisregard.

Responsibilities of Management and Those Charged with Governance for the FinancialStatements

The Company's Board of Directors is responsible for the matters stated in section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese financial statements that give a true and fair view of the financial positionfinancial performance and cash flows of the Company in accordance with the accountingprinciples generally accepted in India including the accounting Standards specified undersection 133 of the Act. This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding of theassets of the Company and for preventing and detecting frauds and other irregularities;selection and application of appropriate accounting policies; making judgments andestimates that are reasonable and prudent; and design implementation and maintenance ofadequate internal financial controls that were operating effectively for ensuring theaccuracy and completeness of the accounting records relevant to the preparation andpresentation of the financial statements that give a true and fair view and are free frommaterial misstatement whether due to fraud or error.

In preparing the financial statements management is responsible for assessing theCompany's ability to continue as a going concern disclosing as applicable mattersrelated to going concern and using the going concern basis of accounting unless managementeither intends to liquidate the Company or to cease operations or has no realisticalternative but to do so.

Those Board of Directors are also responsible for overseeing the Company's financialreporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financialstatements as a whole are free from material misstatement whether due to fraud or errorand to issue an auditor's report that includes our opinion. Reasonable assurance is a highlevel of assurance but is not a guarantee that an audit conducted in accordance with SAswill always detect a material misstatement when it exists. Misstatements can arise fromfraud or error and are considered material if individually or in the aggregate theycould reasonably be expected to influence the economic decisions of users taken on thebasis of these financial statements.

As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statementswhether due to fraud or error design and perform audit procedures responsive to thoserisks and obtain audit evidence that is sufficient and appropriate to provide a basis forour opinion. The risk of not detecting a material misstatement resulting from fraud ishigher than for one resulting from error as fraud may involve collusion forgeryintentional omissions misrepresentations or the override of internal control.

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

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

Conclude on the appropriateness of management's use of the going concern basis ofaccounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe 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'sreport. However future events or conditions may cause the Company to cease to continue asa going concern.

Evaluate the overall presentation structure and content of the financial statementsincluding the disclosures and whether the financial statements represent the underlyingtransactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statementsthat individually or in aggregate makes it probable that the economic decisions of areasonably knowledgeable user of the standalone financial statements may be influenced. Weconsider quantitative materiality and qualitative factors in (i) planning the scope of ouraudit work and in evaluating the results of our work; and (ii) to evaluate the effect ofany identified misstatements in the standalone financial statements.

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

We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of India in terms of sub-section (11) of section 143 ofthe Companies Act 2013 we give in the ‘Annexure A' a statement on the mattersspecified 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 bestof 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 theCompany so far as it appears from our examination of those books.

c) The Balance Sheet the Statement of Profit and Loss and the Cash Flow Statementdealt with by this Report are in agreement with the books of account.

d) In our opinion the aforesaid financial statements comply with the AccountingStandards 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 31stMarch 2022 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2022 from being appointed as a director in terms of Section164 (2) of the Act. f) With respect to the adequacy of the internal financial controlswith reference to financial statements of the Company and the operating effectiveness ofsuch controls refer to our separate Report in ‘Annexure B'.

g) With respect to the matter to be included in the Auditor's Report under section197(16) In our opinion and according to the information and explanations given to us theremuneration paid by the Company to its directors during the current year is in accordancewith the provisions of section 197 of the Act. The remuneration paid to any director isnot in excess of the limit laid down under section 197 of the Act. The Ministry ofCorporate Affairs has not prescribed other details under section 197(16) which arerequired to be commented upon by us.

h) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule

11 of the Companies (Audit and Auditors) Rules 2014 in our opinion and to the best ofour information and according to the explanations given to us:

i. The Company does not have any pending litigations which would impact its financialposition except an order passed by SEBI in the matter of non-compliance with therequirement of Minimum Public Shareholding by the Company as shown in Note No. 26 of Notesforming part of Financial Statements. ii. The Company did not have any long-term contractsincluding derivative contracts for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.

iv. (a) The management has represented that to the best of it's knowledge and beliefno funds have been advanced or loaned or invested (either from borrowed funds or sharepremium or any other sources or kind of funds) by the company to or in any other person(s)or entity(ies) including foreign entities ("Intermediaries") with theunderstanding whether recorded in writing or otherwise that the Intermediary shallwhether directly or indirectly lend or invest in other persons or entities identified inany manner whatsoever by or on behalf of the company ("Ultimate Beneficiaries")or provide any guarantee security or the like on behalf of the Ultimate Beneficiaries;

(b) The management has represented that to the best of it's knowledge and beliefother than as disclosed in the notes to the accounts no funds have been received by thecompany from any person(s) or entity(ies) including foreign entities ("FundingParties") with the understanding whether recorded in writing or otherwise that thecompany shall whether directly or indirectly lend or invest in other persons orentities identified in any manner whatsoever by or on behalf of the Funding Party("Ultimate Beneficiaries") or provide any guarantee security or the like onbehalf of the Ultimate Beneficiaries; and

(c) Based on such audit procedures that have been considered reasonable and appropriatein the circumstances nothing has come to our notice that has caused us to believe thatthe representations under sub-clause (i) and (ii) of Rule 11(e) as provided under (a) and(b) above contain any material mis-statement.

v. No dividend have been declared or paid during the year by the company.

The Annexure referred to in paragraph 1 of Our Report on "Other Legal andRegulatory Requirements".

We report that:

(i) (a) (A) The company has maintained proper records showing full particularsincluding quantitative details and situation of Property Plant and Equipment;

(B) The Company does not have any intangible assets. Accordingly clause 3(i)(a)(B) ofthe Order is not applicable to the Company.

(b) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the Property Plant and Equipment have beenphysically verified by the management at reasonable intervals; no material discrepancieswere noticed on such verification;

(c) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the title deeds of all the immovable properties(other than properties where the company is the lessee and the lease agreements are dulyexecuted in favour of the lessee) disclosed in the financial statementsare held in thename of the company.

(d) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the company has not revalued its PropertyPlant and Equipment (including Right of Use assets) or intangible assets during the year.Accordingly the reporting under Clause 3(i)(d) of the Order is not applicable to theCompany.

(e) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company there are no proceedings have been initiated orare pending against the company for holding any benami property under the BenamiTransactions (Prohibition) Act 1988 (45 of 1988) and rules made thereunder.

(ii) (a) As explained to us & on the basis of the records examined by us in ouropinion physical verification of inventory has been conducted at reasonable intervals bythe management. In our opinion the coverage and procedure of such verification by themanagement is appropriate. No discrepancy of 10% or more in the aggregate for each classof inventory were noticed on physical verification of stocks by the management as comparedto book records.

(b) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the company has not been sanctioned during anypoint of time of the year working capital limits in excess of five crore rupees inaggregate from banks or financial institutions on the basis of security of current assetsand hence reporting under clause 3(ii)(b) of the Order is not applicable.

(iii) According to the information and explanations given to us and on the basis of ourexamination of the records of the company the company has not made investments in norprovided any guarantee or security or granted any loans or advances in the nature ofloans secured or unsecured to companies firms Limited Liability Partnerships or anyother parties during the year. Accordingly provisions of clause 3(iii)(a) 3(iii)(b)3(iii)(c) 3(iii)(d) 3(iii)(e) and 3(iii)(f) of the Order are not applicable to theCompany.

(iv) According to the information and explanations given to us and on the basis of ourexamination of the records in respect of loans investments guarantees and securityprovisions of section 185 and 186 of the Companies Act 2013 have been complied with.

(v) The company has not accepted any deposits or amounts which are deemed to bedeposits covered under sections 73 to 76 of the Companies Act 2013. Accordingly clause3(v) of the Order is not applicable.

(vi) As per information & explanation given by the management maintenance of costrecords has not been specified by the Central Government under sub-section (1) of section148 of the Companies Act.

(vii) (a) According to the information and explanations given to us and on the basis ofour examination of the records of the company the company is regular in depositingundisputed statutory dues including Goods and Services Tax provident fund employees'state insurance income-tax sales-tax service tax duty of customs duty of excisevalue added tax cess and any other statutory dues as applicable on company to theappropriate authorities. According to the information and explanation given to us therewere no outstanding statutory dues as on 31st of March 2022 for a period of more than sixmonths from the date they became payable.

(b) According to the information and explanations given to us and on the basis of ourexamination of the records of the company there is no statutory dues referred to insub-clause (a) that have not been deposited on account of any dispute.

(viii) According to the information and explanations given to us and on the basis ofour examination of the records of the company the Company has not surrendered ordisclosed any transactions previously unrecorded as income in the books of account inthe tax assessments under the Income Tax Act 1961 as income during the year.

(ix) (a) According to the information and explanations given to us and on the basis ofour examination of the records of the company the company has not defaulted in repaymentof loans or other borrowings or in the payment of interest thereon to any lender.

(b) According to the information and explanations given to us and on the basis of ourexamination of the records of the company the company has not been declared a willfuldefaulter by any bank or financial institution or other lender;

(c) According to the information and explanations given to us by the management theCompany has not obtained any term loans during the year. Accordingly clause 3(ix)(c) ofthe Order is not applicable.

(d) According to the information and explanations given to us and on an overallexamination of the balance sheet of the Company we report that no funds raised on shortterm basis have been used for long term purposes by the company.

(e) The Company does not hold any investment in any subsidiary associate or jointventure (as defined under the Act) during the year ended 31 March 2022. Accordinglyclause 3(ix)(e) is not applicable.

(f) The Company does not hold any investment in any subsidiary associate or jointventure (as defined under the Act) during the year ended 31 March 2022. Accordinglyclause 3(ix)(f) is not applicable.

(x) (a) Based on our audit procedures and according to the information given by themanagement the company has not raised any money by way of initial public offer or furtherpublic offer (including debt instruments) during the year. Accordingly clause 3(x)(a) ofthe Order is not applicable.

(b) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the company has not made any preferentialallotment or private placement of shares or convertible debentures (fully partially oroptionally convertible) during the year. Accordingly clause 3(x)(b) of the

Order is not applicable.

(xi) (a) Based on examination of the books and records of the Company and according tothe information and explanations given to us no fraud by the company or any fraud on thecompany has been noticed or reported during the course of audit.

(b) According to the information and explanations given to us no report undersubsection (12) of section 143 of the Companies Act has been filed by the auditors in FormADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules 2014 with theCentral Government;

(c) According to the information and explanations given to us by the management nowhistle-blower complaints had been received by the company

(xii) The company is not a Nidhi Company. Accordingly clause 3(xii)(a) 3(xii)(b) and3(xii)(c) of the Order is not applicable.

(xiii) In our opinion and according to the information and explanations given to usall transactions with the related parties are in compliance with sections 177 and 188 ofCompanies Act where applicable and the details have been disclosed in the financialstatements as required by the applicable accounting standards;

(xiv) (a) Based on information and explanations provided to us and our auditprocedures the company has an internal audit system commensurate with the size and natureof its business;

(b) We have considered the internal audit reports of the Company issued till date forthe period under audit.

(xv) In our opinion and according to the information and explanations given to us thecompany has not entered into any non-cash transactions with directors or persons connectedwith him and hence provisions of Section 192 of the Companies Act 2013 are notapplicable to the Company

(xvi) (a) In our Opinion and based on our examination the Company is not required tobe registered under section 45-IA of the Reserve Bank of India Act 1934 (2 of 1934).Accordingly clause 3(xvi)(a) of the Order is not applicable.

(b) In our Opinion and based on our examination the Company has not conducted anyNon-Banking Financial or Housing Finance activities without a valid Certificate ofRegistration (CoR) from the Reserve Bank of India as per the Reserve Bank of India Act1934. Accordingly clause 3(xvi)(b) of the Order is not applicable.

(c) In our Opinion and based on our examination the Company is not a Core InvestmentCompany (CIC) as defined in the regulations made by the Reserve Bank of India.Accordingly clause 3(xvi)(c) of the Order is not applicable.

(d) According to the information and explanations given by the management the Groupdoes not have any CIC as part of the Group.

(xvii) Based on our examination the company has incurred cash losses in the financialyear and in the immediately preceding financial year. Amount of cash loss during currentfinancial year is Rs. 515687/- and in the immediately preceding financial year isRs.544082/-.

(xviii) There has been no resignation of the statutory auditors during the year.Accordingly clause 3(xviii) of the Order is not applicable.

(xix) According to the information and explanations given to us and on the basis of thefinancial ratios ageing and expected dates of realisation of financial assets and paymentof financial liabilities our knowledge of the Board of Directors and management plans andbased on our examination of the evidence supporting the assumptions we are of the opinionthat material uncertainty exists as on the date of the audit report that company is notcapable of meeting its liabilities existing at the date of balance sheet as and when theyfall due within a period of one year from the balance sheet date. We further state thatour reporting is based on the facts up to the date of the audit report and we neither giveany guarantee nor any assurance that all liabilities falling due within a period of oneyear from the balance sheet date will not get discharged by the company as and when theyfall due.

(xx) Based on our examination the provision of section 135 are not applicable on thecompany. Accordingly clauses 3(xx)(a) and 3(xx)(b) of the Order are not applicable.

(xxi) The company is not required to prepare Consolidate financial statement hence thisclause is not applicable.

Report on Internal Financial Controls with reference to financial statements

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of M/S HRBFLORICULTURE LTD ("the Company") as of March 31 2022 in conjunction with ouraudit of the 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 internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls Over Financial Reportingissued by the Institute of Chartered Accountants of India. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to company's policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information as required underthe Companies Act 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith 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 section143(10) of the Companies Act 2013 to the extent applicable to an audit of internalfinancial controls both applicable to an audit of Internal Financial Controls and bothissued by the Institute of Chartered Accountants of India. Those Standards and theGuidance Note require that we comply with ethical requirements and plan and perform theaudit to obtain reasonable assurance about whether adequate internal financial controlsover financial reporting was established and maintained and if such controls operatedeffectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgement including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that

1. pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the company; 2. providereasonable assurance that transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance withauthorisations of management and directors of the company; and

3. provide reasonable assurance regarding prevention or timely detection ofunauthorized acquisition use or disposition of the company's assets that could have amaterial effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

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

Opinion

In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at March 31 2022 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.