To the Members of

Jayant Agro-Organics Limited

Report on the Ind AS Financial Statements

We have audited the accompanying Ind AS financial statements of

Jayant Agro-Organics Limited (‘the Company') which comprise the Balance Sheet asat 31st March 2018 the Statement of Profit and Loss (including other comprehensiveincome) the Cash Flow Statement and the Statement of Changes in Equity for the year thenended and a summary of the significant accounting policies and other explanatoryinformation (herein after referred to as

"Ind AS financial statements"). The financial year ended March 31 2017 wereaudited and reported upon by another firm on May 06 2017. We have relied upon thesefinancial statements for the purpose of opening balances as at April 01 2017 which areregrouped or restated where necessary.

Management's Responsibility for the Ind AS Financial Statements

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 of these Ind AS financial statements thatgive a true and fair view of the financial position financial cash flows and changes inequity of the Company in accordance with the accounting principles generally accepted inIndia including the Indian Accounting Standards (Ind AS) prescribed under Section 133 ofthe Act read with relevant rules issued thereunder. This responsibility also includesmaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting frauds andother irregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the Ind AS financial statements that give a true and fairview and are free from material misstatement whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these Ind AS financial statements basedon our audit. We have taken into account the provisions of the Act the accounting andauditing standards and matters which are required to be included in the audit report underthe provisions of the Act and the Rules made thereunder.

We conducted our audit of the Ind AS financial statements in accordance with theStandards on Auditing specified under Section 143(10) of the Act. Those Standards requirethat we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the Ind AS financial statements are free from materialmisstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the Ind

AS financial statements. The procedures selected depend on the auditor's judgmentincluding the assessment of the risks of material misstatement of the Ind AS financialstatements whether due to fraud or error. In making those risk assessments the auditorconsiders internal financial control relevant to the Company's preparation of the Ind ASfinancial statements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances. An audit also includes evaluating theappropriateness of the accounting policies used and the reasonableness of the accountingestimates made by the Company's Directors as well as evaluating the overall presentationstatements for the of the Ind AS financial statements. We believe that the audit evidencewe have obtained is sufficient ofChartered Accountants vide their report issued andappropriate to provide a basis for our audit opinion on the Ind

AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid Ind AS financial statements give the information required bythe Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India including the Ind

AS of the state of affairs of the Company as at 31st March 2018 and its profittotal comprehensive performance including other comprehensive income income its cashflows and the changes in equity for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act we report that: (a) we have sought andobtained all the information and explanations which to the best of our knowledge andbelief were necessary for the purposes of our audit; (b) in our opinion proper books ofaccount as required by law have been kept by the Company so far as it appears from ourexamination of those books; (c) the balance sheet the statement of profit and lossincluding other comprehensive income the cash flow statement and statement of changes inequity dealt with by this Report are in agreement with the relevant books of account;

(d) in our opinion the aforesaid Ind AS financial statements comply with the IndianAccounting Standards prescribed under Section 133 of the Act read with relevant ruleissued thereunder; (e) on the basis of the written representations received from thedirectors as on 31stMarch 2018 taken on record by the

Board of Directors none of the directors is disqualified as on 31st March 2018 frombeing appointed as a director in terms of Section 164 (2) of the Act; (f) with respect tothe adequacy of the internal financial controls over financial reporting of the Companyand the operating effectiveness of such controls refer to our separate report in"Annexure A"; and (g) with respect to the other matters to be included in theAuditor's Report in accordance with Rule 11 of the

Companies (Audit and Auditors) Rules 2014 as amended in our opinion and to the bestof our information and according to the explanations given to us: i. The Company hasdiscussedthe impact of pending litigations on its financial position- Refer Note 36 to theInd ASfinancialstatements. ii. The Company does not have any long term contracts includingderivatives contracts for which there were any material foreseeable losses. Refer Note 49to the Ind ASfinancialstatements. iii. There has been no delay in transferring amountrequired to be transferred to the Investor Education and Protection Fund- Refer Note 50 tothe Ind AS financial statements.

2. As required by the Companies (Auditor's Report) Order

2016 ("the Order") issued by the Central Government in terms of Section143(11) of the Act we give in "Annexure

B" a statement on the matters specified in paragraphs 3 and 4 of the Order.&Chartered Accountants (FRN: 111327W)

CA Mayur Kisnadwala (Partner) Membership 033994

Place: Mumbai Date: May 5 2018

ANNEXURE A TO THE INDEPENDENT AUDITORS' REPORT ON THE IND AS FINANCIAL statements ofJayant agro-organics

LIMITED.

(Referred to in paragraph 1 (f) under ‘Report on Other Legal and RegulatoryRequirements' of our report of even date)

Report on the Internal Financial Controls under Clause (i)ofSub- reporting section 3 ofSection 143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of JayantAgro-Organics Limited("the Company") as of 31st March 2018 in conjunction withour audit of the Ind AS financial statements of the Company for the year ended on thatdate.

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 controls considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls over FinancialReporting (the "Guidance Note") issued by the Institute of Chartered Accountantsof India (‘ICAI'). These responsibilities include the design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the orderly and efficient conduct of its business including adherence tocompany's policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Companies Act 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on audit. We conducted our audit in accordancewith the Guidance Note and the Standards on Auditing issued by ICAI and deemed to beprescribed under section 143(10) of the Companies Act 2013 to the extent applicable toan audit of internal financial controls both applicable to an audit of Internal FinancialControls and both issued by the Institute of Chartered Accountants of India. Those

Standards and the Guidance Note require that we comply with ethical requirements andplan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting and if such controls operated effectively inall material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial system over financial reporting and their operating effectiveness.Our audit of internal financialcontrols over financial included obtaining an understandingof internal financial over financial reporting assessing the risk that a materialweakness exists and testing and evaluating the design and operating effectiveness ofinternal control risk. The procedures selected depend on the auditor's judgment includingthe assessment of the risks of material misstatement of the Ind AS financial statementswhether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and system over onthe Company's internal 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 andstatements for external purposes in accordance with generally accepted accountingprinciples. A company's internal financial control over financial reporting includes thosepolicies and procedures that (1) pertain to the maintenance of records that in reasonabledetail accurately and fairly reflect the transactions and dispositions of the assets ofthe company; (2) provide reasonable assurance that transactions are recorded as necessaryto permit preparation of financial statements in accordance with generally acceptedaccounting principles and that receipts and expenditures of the company are being madeonly in accordance with authorisations of management and directors of the company; and (3)provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the company's assets that could have a material effecton 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 asat31 st March 2018 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note.

For Vatsaraj & Co.

Chartered Accountants (FRN: 111327W)

CA Mayur Kisnadwala (Partner) Membership 033994

Place: Mumbai Date: May 5 2018

ANNEXURE B TO THE INDEPENDENT AUDITORS' REPORT ON THE IND AS FINANCIAL statements ofJayant agro-organics

LIMITED.

(Referred to in paragraph 2 under ‘Report on Other Legal and RegulatoryRequirements' section of our Report of even date)

(i) (a) The Company has generally maintained proper books and records showing fullparticulars including quantitative details and situations of fixed assets;

(b) The Company has a regular program of physical verification of its fixed assets bywhich all fixed assets physically verified periodically. In our opinion periodicity ofphysical verification is reasonable having regard the size of the Company and the natureof its business. According to information and explanations given to us no materialdiscrepancies were noticed on such verification;

(c) The title deeds of immovable properties of the company are held in the name of thecompany.

(ii) Physical verification of inventory has been conducted at reasonable intervals bythe management. There is no material discrepancy noticed by management during the year.The discrepancies noticed have been dealt with in the books of account appropriately.

(iii) The company has not granted any loans secured or unsecured to companies firmsor other parties covered in the register of maintained under Section 189 of the CompaniesAct 2013.

(iv) In our opinion and according to the explanations given to us the Company hascomplied with the provisions of Section 185 and 186 of the Act in respect of grant ofloans making investments and providing guarantees and securities as applicable.

(v) In our opinion and according to the information and explanations given to us thecompany has not accepted any deposit from the public.

(vi) According to the information and explanation given to us the Central Governmentvide Companies (Cost records and audit) Rules 2014 prescribed the maintenance of costrecords under sub-section (1) of section 148 of the Companies Act 2013. The company hasmaintained the cost records and accounts as required by the Companies (Cost records andaudit) Rules 2014.

(vii) In respect of statutory dues:

(a) According to the information and explanation given to us and according to therecords of the Company as examined by us undisputed statutory dues including income taxcustom duty excise duty service tax cess and other statutory dues have been regularlydeposited during the year with the appropriate authorities. No undisputed amounts payablewere outstanding as at March 31 2018 for a period of more than six months from the dateon which they become payable.

(b) A ccording to the information and explanation given to us and based on the recordsof the Company examined by us dues of income tax VAT and other statutory duesoutstanding as on March 31 2018 which have not been deposited on account of any disputeare tabulated below:-

(viii) According to the information and explanations given to us and based on theverification of records of the company the company has not defaulted in repayment ofloans or other borrowings from financial institutions banks Government or due todebenture holders.

(ix) According to the information and explanations provided to us and as per therecords of the company examined by us the

Company has not raised funds by way of public issue / follow-on offer (including debtinstruments) during the year. According to the information and explanations provided tous the term loan raised have been applied by the Company during the year for the purposefor which they were raised.

(x) To the best of our knowledge and belief and according to the information andexplanation given to us no fraud by the Company or any fraud on the Company by itsofficers / employees has been noticed

(xi) Managerial remuneration has been paid / provided in accordance with the requisiteapprovals mandated by the provisions of section 197 read with schedule V to the CompaniesAct.

(xii) In our opinion and according to information and explanations given to us Companyis not a Nidhi Company.

(xiii) All transactions with the related parties are in compliance with Section 188 and177 of Companies Act 2013 where applicable and the details of the same have beendisclosed in the Financial Statements in Note 43 as required by the Accounting Standardsand Companies Act 2013.

(xiv) During the year under review the company has not made any preferential allotment/ private placement of shares or fully or partly convertible debentures.

(xv) During the year under review the company has not entered into any non-cashtransactions with directors or persons connected with him.

(xvi) The company is not required to be registered under section 45-IA of Reserve Bankof India Act 1934.

For Vatsaraj & Co.

Chartered Accountants (FRN: 111327W)

CA Mayur Kisnadwala (Partner) Membership 033994

Place: Mumbai Date: May 5 2018