To

The Members of

Opinion

We have audited the standalone financial statements of Smruthi Organics Limited ("theCompany") which comprise the balance sheet as at 31^st March 2022 and theStatement of Profit and Loss(Statement of changes in equity)and statement of cash flowsfor the year then ended and notes to the financial statements including a summary ofsignificant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanationgiven to us the aforesaid standalone financial statements give the information requiredby the Companies Act 2013 in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India of the state ofaffairs of the Company as at March 31 2022 and its profit / loss (Changes in equity )and its cash 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 Auditors 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 Rules thereunder and we have fulfilled our other ethical responsibilities in accordance with theserequirements and the Code of Ethics. We believe that the audit evidence we have obtainedsufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that in our professional judgment where of mostsignificance in our audit of the financial statements of the current period. These matterswere addressed in the context of our audit of the financial statements as a whole and informing our opinion thereon and we do not provide a separate opinion on these matters.

Other Information

The Company's Board of Directors is responsible for the other information. The otherinformation comprises the information included in the Annual report but does not includethe standalone financial statements and our auditor's report thereon.

Our opinion on the standalone financial statements does not cover the other informationand we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements our responsibilityis to read the other information and in doing so consider whether such other informationis materially inconsistent with the financial statements or our knowledge obtained in theaudit or otherwise appears to be materially misstated. If based on the work we haveperformed we conclude that there is a material misstatement of this other information weare required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the StandaloneFinancial 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 ofthese standalone financial statements that give a true and fair view of the financialposition financial performance (Changes in equity)and cash flows of the Company inaccordance with the accounting principles generally accepted in India including theaccounting Standards specified under Section 133 of the Act. This responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding of the assets of the company and for preventing and detectingfrauds and other irregularities; selection and application of appropriate accountingpolicies; making judgments and estimates that are reasonable and prudent; and designimplementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the financial statements thatgive a true and fair view and are free from material misstatement whether due to fraud orerror.

In preparing the financial statements the Board of Directors is responsible forassessing the company stability to continue as a going concern disclosing as applicablematters related to a going concern and using the going concern basis of accounting unlessthe Board of Directors either intends to liquidate the company or to cease operation orhas no realistic alternative but to do so.

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

Auditor's Responsibilities for the audit of the Financial Statements

Our objective are to obtain reasonable assurance about whether the financial statementsas a whole are free from material misstatement whether due to fraud or error and toissue and auditor's report that includes our opinion Reasonable assurance is a high levelof assurance but it is not a guarantee that an audit conducted accordance with SAs willalways detect a material misstatement when it exists. Misstatements can arise from fraudor error and are considered material if individually or in the aggregate they couldreasonably be expected to influence the economic decision of users taken on the basis ofthese financial statements.

With respect to the other matters to be included in the Auditor's Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinion and to thebest of our information and according to the explanations given to us:

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 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:

2.1 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.

2.2 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.

2.3 The Balance Sheet the Statement of Profit and Loss (the Statement of Changes inEquity and the Cash Flow Statement) dealt with by this Report are in agreement with thebooks of account.

2.4 In our opinion the aforesaid standalone financial statements comply with theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014.

2.5 On the basis of the written representations received from the directors as on 31^stMarch 2022 taken on record by the Board of Directors none of the directors isdisqualified as on 31^st March 2022 from being appointed as a director in termsof Section 164 (2) of the Act.

2.6 With respect to the adequacy of the internal financial control over financialreporting of the company and operating effectiveness of such controls refer to ourseparate Report in "Annexure B."

2.7 In our opinion the managerial remuneration for the year ended March 31 2022 hasbeen paid / provided by the Company to its directors in accordance with the provisions ofsection 197 read with Schedule V to the Act;

2.8 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 opinionand to the best of our information and according to the explanations given to us:

a. The Company has disclosed the impact of pending litigations on its financialposition in its financial statements.

b. The company has made the provision as required under the applicable law oraccounting standards for material foreseeable losses if any on long term contractsincluding derivative contracts.

c. There has been no delay in transferring amount required to be transferred to theInvestor Education and Protection Fund by the Company.

d. i. "The Management has represented that to the best of it's knowledge andbelief as disclosed in the note to the accounts no funds have been advanced or loaned orinvested (either from borrowed funds or share premium or any other sources or kind offunds) by the Company to or in any other person(s) or entity (ies) including foreignentities ("Intermediaries") with the understanding whether recorded in writingor otherwise that the Intermediary shall directly or indirectly lend or invest in otherpersons or entities identified in any manner whatsoever by or on behalf of the Company("Ultimate Beneficiaries") or provide any guarantee security or the like onbehalf of the Ultimate Beneficiaries."

ii. The management has represented that to the best of its knowledge and belief and asdisclosed in the note to the standalone financial statements no funds have been receivedby the company from any person(s) or entity(ies) including foreign entities("Funding Parties") with the understanding whether recorded in writing orotherwise that the company shall whether directly or indirectly lend or invest inother persons or entities identified in any manner whatsoever by or on behalf of theFunding Party ("Ultimate Beneficiaries") or provide any guarantee security orthe like on behalf of the Ultimate Beneficiaries; and

iii. Based on audit procedures which we considered reasonable and appropriate in thecircumstances nothing has come to their notice that has caused them to believe that therepresentations under sub-clause (i) and (ii) contain any material mis-statement.

2.9 The dividend declared and paid by the Company during the year and until the date ofthis audit report is in accordance with section 123 of the Act.

Annexure A to the Independent Auditor's report

Referred to in paragraph 1 under the heading of "Report on other legal andregulatory requirements of our report of even date"

Report on Companies (Auditor's Report) Order 2016 (the Order) issued by the CentralGovernment in terms of section 143 (11) of the companies Act 2013 for the year endedMarch 31 2022

In terms of the information and explanations sought by us and given by the company andthe books of account and records examined by us in the normal course of audit and to thebest of our knowledge and belief we state that:

(i) (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of Property Plant and Equipment.

(b) All Property Plant and Equipment have not been physically verified during the yearby the management but there is a regular programme of verification which in our opinionis reasonable having regard to the size of the Company and the nature of its assets. Nomaterial discrepancies were noticed on such verification.

(c) The title deeds of immovable properties (other than properties where the Company isthe lessee and the lease agreements are duly executed in favour of the lessee) disclosedin note 1 to the financial statements included in property plant and equipment are heldin the name of the Company except as mentioned below:

It is proposed to execute sale deed in respect of these properties in name of thecompany and register the same with appropriate Sub Registrar of assurances without paymentof any consideration.

(d) The Company has not revalued its Property Plant and Equipment (including Right ofuse assets) or intangible assets during the year ended March 31 2022.

(e) There are no proceedings initiated or are pending against the Company for holdingany benami property under the Prohibition of Benami Property Transactions Act 1988 andrules made thereunder.

(ii) (a) The inventory has been physically verified by the management during the yearexcept for inventories lying with third parties and discrepancies of 10% or more inaggregate for each class of inventory were not noticed in respect of such physicalverification. In our opinion the frequency of verification by the management isreasonable and the coverage and procedure for such verification is appropriate.Inventories lying with third parties have been confirmed by them as at March 31 2022 anddiscrepancies of 10% or more in aggregate for each class of inventory were not noticed inrespect of such confirmations.

(b) The Company has not been sanctioned working capital limits in excess of Rs.fivecrores in aggregate from banks or financial institutions during any point of time of theyear on the basis of security of current assets. Accordingly the requirement to report onclause 3(ii)(b) of the Order is not applicable to the Company..

(c) The quarterly returns or statements filed by the company with bank are in agreementwith the books of account of the Company. The details are as:

Stock Statement Mar-21 quarter to Mar-22

Figures In lacs

Sundry Creditors. L/c - March 21 to Mar 22

(iii) (a) During the year the Company has not provided loans advances in the nature ofloans stood guarantee or provided security to companies firms Limited LiabilityPartnerships or any other parties. Accordingly the requirement to report on clause 3(iii)

(a) of the Order is not applicable to the Company.

(b) During the year the Company has not made investment provided guarantees providedsecurity and granted loans and advances in the nature of loans to companies firmsLimited Liability Partnerships or any other parties. Accordingly the requirement toreport on clause 3(iii)

(b) of the Order is not applicable to the Company.

(c) The Company has not granted loans and advances in the nature of loans to companiesfirms Limited Liability Partnerships or any other parties. Accordingly the requirementto report on clause 3(iii)(c) of the Order is not applicable to the Company.

(d) The Company has not granted loans or advances in the nature of loans to companiesfirms Limited Liability Partnerships or any other parties. Accordingly the requirementto report on clause 3(iii)(d) of the Order is not applicable to the Company.

(e) There were no loans or advance in the nature of loan granted to companies firmsLimited Liability Partnerships or any other parties. Accordingly the requirement toreport on clause 3(iii)(e) of the Order is not applicable to the Company

(f) The Company has not granted any loans or advances in the nature of loans eitherrepayable on demand or without specifying any terms or period of repayment to companiesfirms Limited Liability Partnerships or any other parties. Accordingly the requirementto report on clause 3(iii)(f) of the Order is not applicable to the Company.

(iv) There are no loans investments and securities given in respect of whichprovisions of section 185 and 186 of the Companies Act 2013 are applicable. Guarantees inrespect of which provisions of sections 185 and 186 of the Companies Act 2013 areapplicable have been complied with by the Company.

(v) The Company has neither accepted any deposits from the public nor accepted anyamounts which are deemed to be deposits within the meaning of sections 73 to 76 of theCompanies Act and the rules made thereunder to the extent applicable. Accordingly therequirement to report on clause 3(v) of the Order is not applicable to the Company.

(vi) We have broadly reviewed the books of account maintained by the Company pursuantto the rules made by the Central Government for the maintenance of cost records undersection 148(1) of the Companies Act 2013 and are of the opinion that prima facie thespecified accounts and records have been made and maintained. We have not however made adetailed examination of the same.

(vii) (a) Undisputed statutory dues including goods and services tax provident fundemployees' state insurance income tax sales-tax service tax duty of custom duty ofexcise value added tax cess and other statutory dues have generally been regularlydeposited with the appropriate authorities. According to the information and explanationsgiven to us and based on audit procedures performed by us no undisputed amounts payablein respect of these statutory dues were outstanding at the year end for a period of morethan six months from the date they became payable.

(b) In case of any disputed statutory dues the amount of such dues the forum beforewhom the dues are litigated. Show cause notice is issued by Assistant CommissionerCircle-V Central Tax Audit-II Commissioner at Pune for non-payment of Service Tax andpenalty for the period Nov 2016 to June 2017 Rs.1563488/- and Rs.357000/-.

(viii) The Company has not surrendered or disclosed any transaction previouslyunrecorded in the books of account in the tax assessments under the Income Tax Act 1961as income during the year. Accordingly the requirement to report on clause 3(viii) of theOrder is not applicable to the Company.

(ix) (a) The Company has not defaulted in repayment of loans or other borrowings or inthe payment of interest thereon to any lender.

(b) The Company has not been declared willful defaulter by any bank or financialinstitution or government or any government authority.

(c) The Company did not have any term loans outstanding during the year hence therequirement to report on clause (ix)(c) of the Order is not applicable to the Company.

(d) The Company did not raise any funds during the year hence the requirement toreport on clause (ix)(d) of the Order is not applicable to the Company.

(e) On an overall examination of the financial statements of the Company the Companyhas not taken any funds from any entity or person on account of or to meet the obligationsof its subsidiaries associates or joint ventures.

(f) The Company has not raised loans during the year on the pledge of securities heldin its subsidiaries joint ventures or associate companies. Hence the requirement toreport on clause (ix)(f) of the Order is not applicable to the Company.

(x) (a) The Company has not raised any money during the year by way of initial publicoffer / further public offer (including debt instruments) hence the requirement to reporton clause 3(x)(a) of the Order is not applicable to the Company.

(b) The Company has not made any preferential allotment or private placement of shares/ fully or partially or optionally convertible debentures during the year under audit andhence the requirement to report on clause 3(x)(b) of the Order is not applicable to theCompany.

(xi) (a) No fraud by the Company or no material fraud on the Company has been noticedor reported during the year by the management of the company. .

(b) During the year no report under sub-section (12) of section 143 of the CompaniesAct 2013 has been filed by cost auditor/ secretarial auditor or by us in Form ADT - 4 asprescribed under Rule 13 of Companies (Audit and Auditors) Rules 2014 with the CentralGovernment.

(c) There were no whistle blower complaints received by the Company during the year.

(xii) The Company is not a nidhi Company as per the provisions of the Companies Act2013. Therefore the requirement to report on clause 3(xii)(a) (b) and (c) of the Orderis not applicable to the Company.

(xiii) Transactions with the related parties are in compliance with sections 177 and188 of Companies Act 2013 where applicable and the details have been disclosed in thenotes to the financial statements as required by the applicable accounting standards.

(xiv) (a) The Company has an internal audit system commensurate with the size andnature of its business.

(b) The internal audit reports of the Company issued till the date of the audit reportfor the period under audit have been considered by us.

(xv) The Company has not entered into any non-cash transactions with its directors orpersons connected with its directors and hence requirement to report on clause 3(xv) ofthe Order is not applicable to the Company.

(a) The provisions of section 45-IA of the Reserve Bank of India Act 1934 (2 of 1934)are not applicable to the Company. Accordingly the requirement to report on clause(xvi)(a) of the Order is not applicable to the Company.

(b) The Company is not engaged in any Non-Banking Financial or Housing Financeactivities. Accordingly the requirement to report on clause (xvi)(b) of the Order is notapplicable to the Company.

(c) The Company is not a Core Investment Company as defined in the regulations made byReserve Bank of India.

Accordingly the requirement to report on clause 3(xvi) (c) of the Order is notapplicable to the Company.

(d) There is no Core Investment Company as a part of the Group hence the requirementto report on clause 3(xvi)(d) of the Order is not applicable to the Company.

(xvi) The Company has not incurred cash losses in the current financial year and in theimmediately preceding financial year.

(xvii) There has been no resignation of the statutory auditors during the year andaccordingly requirement to report on Clause 3(xviii) of the Order is not applicable to theCompany.

(xviii) According to the information and explanations given to us and on the basis ofthe financial ratios ageing and expected dates realization of financial assets andpayment of financial liabilities the information accompany in the financial statementsour knowledge of the Board of Directors and management plans and based on our examinationof the evidence supporting the assumptions thing has come to our attention which causesus to believe that any material uncertainty exists as on the date of the audit report thatcompany is not capable of meeting its liabilities existing at the date of balance sheet asand when they fall due within a period of one year from the balance sheet date. Wehowever state that this is not an assurance as to the future viability of the company. Wefurther state that our reporting is based on the facts up to the date of the audit reportand when other give an guarantee or any assurance that all liabilities discharged by thecompanies and when they fall due.

(xix) (a) In respect of other than ongoing projects there was no amount unspent whichwas required to be transferred to Schedule VII of Companies Act With respect toobligations under Corporate Social Responsibility the company has transferred the unspentamount to a Fund specified in Schedule VII to the Companies Act within a period of 6months from the expiry of the financial year. - The company has not spend of '442531/- ofprevious earlier years till the date of audit..

The amount remained unspent has been transferred to a special account in accordancewith provisions of section 135 of the Companies Act 2013 of '2013485/-.

These expenditures for ongoing projects. The amount kept in Unspent CSR Current Accountwith SBI.

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

We have audited the internal financial controls over financial reporting of SmruthiOrganics Ltd ("the Company") as of 31^st March 2022 in conjunctionwith our audit of the standalone in AS financial statements of the Company for the yearended 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 ('ICAI')(the "GuidanceNote"). These responsibilities include the design implementation and maintenance ofadequate internal financial controls that were operating effectively for ensuring theorderly and efficient conduct of its business including adherence to company's policiesthe safeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable 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 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 deemedto be prescribed under section 143(10) of the Companies Act 2013 to the extentapplicable to an audit of internal financial controls both applicable to an audit ofInternal Financial Controls and both issued by the Institute of Chartered Accountants ofIndia. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively 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 judgment including the assessment of the risks ofmaterial misstatement of the standalone financial statements whether due to fraud orerror.

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. subject to balance confirmation of the all parties including theaccounts during the year.

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) Provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are being made only inaccordance with authorizations 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 31 March 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.