We have audited the Standalone Financial Statements of Zuari Agro
Chemicals Limited ("the Company"), which comprise the Balance
Sheet as at March 31, 2025, the Statement of Profit and Loss
including the statement of other comprehensive income, the
Statement of Cash Flows and the Statement of changes in Equity
for the year then ended, and Notes to the Standalone Financial
Statements, including a Summary of significant accounting policies
and other explanatory information.

In our opinion and to the best of our information and according to
the explanations given to us, the aforesaid Standalone Financial
Statements give the information required by the Companies Act,
2013, as amended ("the Act") in the manner so required and give a
true and fair view in conformity with the accounting principles
generally accepted in India, of the state of affairs of the Company as
at March 31, 2025, its loss including other comprehensive income
and its cash flows and the changes in equity for the year ended on
that date.

Basis for Opinion

We conducted our audit of the Standalone Financial Statements in
accordance with the Standards on Auditing (SAs) as specified under
section 143(10) of the Companies Act, 2013. Our responsibilities
under those Standards are further described in the 'Auditor's
Responsibilities for the Audit of the Standalone 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 (ICAI) together with the ethical
requirements that are relevant to our audit of the Standalone
financial statements under the provisions of the Act and the Rules
there-under, and we have fulfilled our other ethical responsibilities
in accordance with these requirements and the ICAI's Code of Ethics.
We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our audit opinion on the
standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional
judgement, were of most significance in our audit of the Standalone
Financial Statements for the financial year ended 31st March, 2025.
These matters were addressed in the context of our audit of the
Standalone Financial Statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these
matters. We have determined the matters described below to be
the Key Audit Matters to be communicated in our report.

Emphasis of Matter paragraph

We draw attention to Note 49 to the accompanying Standalone
Financial Statements, which describes that during the year, the
Company along with other noticees (3 former and 1 present Key
Managerial Personnels), have received a Show Cause Notice (SCN)
dated 14th January, 2025 from the Securities and Exchange Board
of India ("SEBI") under the Securities and Exchange Board of India
Act, 1992 ("SEBI Act") and Regulations issued by SEBI thereunder
alleging certain irregularities in the financial statements for earlier
years. The Company has filed a joint settlement application on behalf
of all the noticees named in the SCN, including the Company, for
settlement under the SEBI (Settlement Proceedings) Regulation,
2018, without admitting or denying the finding of fact and
conclusions of law. The matter is pending and settlement order from
SEBI is awaited.

Our opinion is not modified in respect of this matter.

Other Information

The Company's Board of Directors is responsible for the preparation
of the other information. The other information comprises the
information included in the Annual Report, but does not include
the Standalone Financial Statements and Auditor's Report thereon.
The company's annual report is expected to be made available to
us after the date of this auditor's report.

Our opinion on the Standalone 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 Standalone Financial Statements,
our responsibility is to read the other information and, in doing so,
consider whether such other information is materially inconsistent
with the Standalone Financial Statements or our knowledge
obtained during the course of our audit or otherwise appears to be
materially misstated.

If, based on the work we have performed, we conclude that there is
a material misstatement of this other information, we are required
to report that fact. We have nothing to report in this regard.

Responsibilities of Management for the Standalone Financial
Statements

The Company's Board of Directors is responsible for the matters
stated in section 134(5) of the Act with respect to the preparation
of these Standalone Financial Statements that give a true and fair
view of the financial position, financial performance including other
comprehensive income, cash flows and changes in equity of the
Company in accordance with the accounting principles generally
accepted in India, including the Indian Accounting Standards (Ind
AS) specified under section 133 of the Act. This responsibility also

includes maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding of the assets of the
Company and for preventing and detecting frauds and other
irregularities; selection and application of appropriate accounting
policies; making judgements and estimates that are reasonable and
prudent; and design, implementation and maintenance of adequate
internal financial controls, that were operating effectively for
ensuring the accuracy and completeness of the accounting records,
relevant to the preparation and presentation of the financial
statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is
responsible for assessing the Company's ability to continue as a going
concern, disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless management
either intends to liquidate the Company or to cease operations, or
has no realistic alternative but to do so.

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

Auditor's Responsibilities for the Audit of the Standalone Financial
Statements

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

As part of an audit in accordance with SAs, we exercise professional
judgement and maintain professional skepticism throughout the
audit. We also:

• Identify and assess the risks of material misstatement of the
standalone financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks,
and obtain audit evidence that is sufficient and appropriate to
provide a basis for our opinion. The risk of not 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 Act, we are also
responsible for expressing our opinion on whether the Company
has adequate internal financial controls with reference to
financial statements 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 management's 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 Company's ability to continue as a going concern. If We
conclude that a material uncertainty exists, we are required to
draw attention in our auditor's report to the related disclosures
in the standalone financial statements or, if such disclosures
are inadequate, to modify our opinion. Our conclusions are
based on the audit evidence obtained up to the date of our
auditor's report. However, future events or conditions may
cause the Company to cease to continue as a going concern.

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

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 standalone financial statements of
the current period and are therefore the key audit matters. We
describe these matters in our auditor's 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 (Auditor's 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 1", a statement on the matters
specified in paragraphs 3 and 4 of the said 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 statement of other Comprehensive Income, Cash
Flow Statement and Statement of Changes in Equity dealt
with by this Report, are in agreement with the books of
account.

d. In our opinion, the aforesaid Standalone Financial
Statements comply with the Accounting Standards
specified under Section 133 of the Act, read with

Companies (Indian Accounting Standards) Rules, 2015.

e. On the basis of the written representations received from
the directors as on March 31, 2025 taken on record by the
Board of Directors, none of the directors is disqualified as
on March 31, 2025 from being appointed as a director in
terms of Section 164 (2) of the Act.

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 2" to this report.

g. In our opinion and according to the information and
explanations given to us, the remuneration paid by the
Company to its directors during the current year is in
accordance with the provisions of Section 197 of the Act.
The remuneration paid to any director is not in excess of
the limit laid down under Section 197 of the Act. The
Ministry of Corporate Affairs has not prescribed other
details under Section 197(16) of the Act which are required
to be commented upon by us.

Further, At the 14th Annual General Meeting held on 27th
September 2023, the shareholders of the Company, have
approved the waiver of recovery of excess remuneration
of Rs. 81 Lakh paid to Mr. Sunil Sethy, Ex-Managing Director
during the financial year 2019-20. The Company has filed
an application under Section 454 read with Section 441 of
the Companies Act, 2013 for adjudication of penalties/
compounding of offence under Section 197 of the
Companies Act, 2013. Vide Order of Adjudication of Penalty
dated 16th August, 2024, a penalty of Rs. 5 Lakh was
imposed on the Company which the Company has paid on
10th October, 2024.

h. With respect to the other matters to be included in the
Auditor's Report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules, 2014, as amended
in our opinion and to the best of our information and
according to the explanations given to me/us:

i. The Company has disclosed the impact of pending
litigations on its financial position in its Standalone
Financial Statements refer note 34 of Standalone
Financial Statements.

ii. The Company did not have any long-term contracts
including derivative 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 during the year
ended March 31, 2025.

iv. a) The management has represented that, to the

best of its knowledge and belief, as disclosed in
the Note 53 (v) to the standalone financial
statements, no funds have been advanced or
loaned or invested (either from borrowed funds
or share premium or any other sources or kind
of funds) by the Company to or in any other
person or entity, including foreign entities
("Intermediaries"), with the understanding,

whether recorded in writing or otherwise, that
the Intermediary shall,

• whether, directly or indirectly lend or invest
in other persons or entities identified in any
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 its knowledge and belief, as disclosed in
the Note 53 (vi) to the standalone financial
statements, no funds have been received by the
Company from any person or entity, including
foreign entities ("Funding Parties"), with the
understanding, whether recorded in writing or
otherwise, that the Company shall,

• whether, directly or indirectly, lend or invest
in other persons or entities identified in any
manner whatsoever by or on behalf of the
Funding Party ("Ultimate Beneficiaries") or

• provide any guarantee, security or the like
on behalf of the Ultimate Beneficiaries;

c) Based on such audit procedures performed that
have been considered reasonable and
appropriate in the circumstances, nothing has
come to our notice that has caused us to believe
that the representations under sub-clause (a) and
(b) of clause iv above contain any material mis¬
statement.

v. The company has neither declared nor paid any
interim dividend or final dividend during the year.
Therefore, reporting under rule 11 (f) of companies
(Audit and Auditors) Rules 2014 is not applicable.

vi. The company has used an accounting software for
maintaining its books of accounts which has a feature
of recording audit trail (edit log) facility and the same
has been operated throughout the year for all the
transactions recorded in the software and the audit
trail feature has not been tampered with. The audit
trail has been preserved by the company as per the
statutory requirements for record retention.

For K.P.Rao & Co

Chartered Accountants
Firm Reg. No. 003135S

Prashanth S

Partner

Membership Number: 228407

UDIN: 25228407BMOJLU8413

Place: Bangalore
Date : 14-05-2025