We have audited the financial statements of NUTRAPLUS INDIA LIMITED ("the Company"), which comprise the balance
sheet as at 31 March 2025, and the statement of profit and loss (including other comprehensive income), statement of
changes in equity and statement of cash flows for the year then ended, and notes to the financial statements, including
a summary of the 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, except for the incomplete
disclosure of the information referred to in the Basis for Qualified Opinion section of our report, the aforesaid financial
statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a
true and fair view in conformity with the Indian Accounting Standards prescribed under Section 133 of the Act read with
the Companies (Indian Accounting Standards) Rules, 2015, as amended ("Ind AS") and other accounting principles
generally accepted in India, of the state of affairs of the Company as at 31 March 2025, and its loss (including other
comprehensive income) and changes in equity and its cash flows for the year ended on that date.

Basis for Qualified Opinion

I. Notice is issued by Saraswat Bank dated 18 February 2020 under section 13(2) of the Securitization and
Reconstruction of Financial Assets and Enforcement of Security Interest (SARFAESI) Act 2002 for non¬
payment of principal and interest of Rs. 76.24 crores up to 18 February 2020, after the due date by the
Company and therefore all loan accounts became Non-Performing Assets effective from respective dates
mentioned in such notice.

II. The Company has shareholding of 33.58% in paid-up capital of Techno Point Mercantile Private Limited.
Therefore, Techno Point Mercantile Private Limited is an associate company within the meaning of
Section 2(6) of the Companies Act, 2013; the Company has a significant influence as the Company
controls at least 20% voting power of the other company. The Company has not prepared consolidated
financial statements of the Company and Techno Point Mercantile Private Limited which is an associate
company in the same form and manner as it prepares its own financial statements. The consolidated
financial statements of the Company need to be laid before the shareholders of the Company with its
own financial statements. However, the Company is of the view that there is no significant influence in
determining an associate company with control over voting power, rather than control over share
capital.

III. With reference to Trade Receivables of Rs. 33.54 lakhs as at 31 March 2025, in the absence of third party
confirmation, reconciliation, if any, and other supportive audit evidence, we are unable to comment upon
its balance recoverability, if any.

IV. With reference to Other Current Assets (Security Deposits, Loans and advances to employees and
balances with government authorities) of Rs. 4.62 crores as at 31 March 2025, in the absence of third
party confirmation, reconciliation, if any, and other supportive audit evidence, we are unable to comment
upon its balance recoverability, if any.

V. With reference to Unsecured Borrowing from related party of Rs. 1.79 crores as at 31 March 2025, in the
absence of third party confirmation, reconciliation, if any, and other supportive audit evidence, we are
unable to comment upon its balance outstanding, if any.

VI. With reference to Trade Payables of Rs. 8.54 crores as at 31 March 2025, in the absence of third party
confirmation, reconciliation, if any, and other supportive audit evidence, we are unable to comment upon
its balance outstanding, if any.

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act.
Our responsibilities under those SAs are further described in the Auditor's Responsibilities for the Audit of the Financial
Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by
the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of
the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we
have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter

1. We draw attention to Note No. 10 in the financial statements. The Company has incurred net loss after
exceptional items of Rs. 5.01 lakhs during the year ended 31 March 2025 and as of that date, the Company's
accumulated losses aggregate to Rs. 62.57 crores resulting into eradication of entire net worth, negative
working capital, loss of key personnel and negative cash flow. Hence the Company's future performance is
doubtful and it has not been able to pay liabilities of banks, creditors. These factors along with other matters
as set forth in said note raise substantial doubt about the Company's ability to continue as a going concern
in the foreseeable future.

2. We draw attention to Note 10 of the accompanying financial statements; during the year under review, the
Company incurred huge losses, which resulted into eradication of entire net worth, negative working capital,
loss of key personnel and negative cash flow. Hence the Company's future performance is doubtful and it
has not been able to pay liabilities of banks, creditors.

3. We draw attention to Note No. 11 of the accompanying financial statements regarding notice issued by the
Saraswat Co-Operative Bank Limited under section 13(2) of the Securitization and Reconstruction of Financial
Assets and Enforcement of Security Interest (SARFAESI) Act 2002 for non-payment of principal and interest
thereon after the due date by the Company and therefore all loan accounts became Non-Performing Assets
effective from respective dates mentioned in such notice. These factors along with other matters as set forth
in said notice raise substantial doubt about the Company's ability to continue as a going concern in the
foreseeable future.

In view of the same and events stated in points I, II, III, IV, V and VI in the paragraph above "Basis for Qualified Opinion",
indicate that a material uncertainty exists that may cast a significant doubt on the Company's ability to continue as a
going concern (Note No. 31 of accompanying financial statements).

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
Financial Statements of the current period. These matters were addressed in the context of our audit of the 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 the Key Audit Matters to be communicated in the Report:

The Company's management and Board of Directors are responsible for the other information. The other information
comprises the information included in the Company's annual report, but does not include the financial statements and
our auditors' report thereon.

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

In connection with our audit of the financial statements, our responsibility is to read the other information identified
above when it becomes available and, in doing so, consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.
When we read the annual report, if we conclude that there is a material misstatement therein, we are required to report
that fact. We have nothing to report in this regard.

Management's Responsibility for the Financial Statements

The Company's management and Board of Directors are responsible for the matters stated in section 134(5) of the Act
with respect to the preparation of these financial statements that give a true and fair view of the state of affairs, profit
and other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting
principles generally accepted in India, 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 the assets of
the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate
accounting policies; making judgments 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 financial statements, management and Board of Directors are 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.

The Board of Directors is also responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an 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 financial statements.

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

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances. Under section 143(3)(i) of the 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 and Board of Directors.

• Conclude on the appropriateness of management's and Board of Directors' use of the going concern basis of
accounting in preparation of financial statements 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 auditors' report to the related disclosures in the financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of
our auditors' report. However, future events or conditions may cause the Company to cease to continue as a
going concern.

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

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the Financial Statements of the current period and are therefore the key audit matters. We
describe these matters in our 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 (Auditors' Report) Order, 2020 ("the Order") issued by the Central Government in terms
of section 143 (11) of the Act, we give in the "Annexure A" a statement on the matters specified in paragraphs 3 and 4
of the Order, to the extent applicable.

2. (A) As required by Section 143(3) of the Act, we report that:

a) Except for the effects of the matter described in the Basis for Qualified Opinion, 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) Except for the effects of the matter described in the Basis for Qualified Opinion paragraph above, 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) Except for the effects of the matter described in the Basis for Qualified Opinion paragraph above, in our opinion,
the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in
agreement with the books of account.

d) Except for the effects of the matter described in the Basis for Qualified Opinion paragraph above, in our opinion, the
aforesaid Financial Statements comply with the Accounting Standards 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 31 March 2025 taken on record by
the Board of Directors, none of the directors is disqualified as on 31 March 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 with reference to financial statements of the
Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".

g) With respect to the other matters to be included in the Auditor's Report in accordance with the requirements of
section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanations given to us, the Company has
not paid any remuneration to its directors during the year,

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, in our opinion and to the best of our information and according to the
explanations given to us:

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

ii. The Company did not have any long-term contracts including derivative contracts for which there were any
material foreseeable losses.

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

iv. (a) The management has represented that, to the best of its knowledge and belief, no funds (which are
material either individually or in the aggregate) 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(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether
recorded in writing or otherwise, that the Intermediary shall :-

(1) 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

(2) 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, no funds (which are
material either individually or in the aggregate) have been received by the Company from any person(s) or
entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing
or otherwise, that the Company shall:

(1) 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

(2) Provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(c) Based on such audit procedures that we 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 (iv)(a)
and (iv)(b) contain any material misstatement.

v. The Company has not declared or paid any dividend during the year.

vi. Reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 and the proviso to Rule 3(1)
of the Companies (Accounts) Rules, 2014 is applicable from 1 April 2024. Based on our examination, which
included test checks, the Company has used accounting software for maintaining its books of account which
has a feature of recording an audit trail (edit log) and such feature has been operational throughout the year
for all transactions recorded in the software.

Further, based on our audit procedures and as represented by the management, we did not observe any
instance of the audit trail having been tampered with, and the audit trail records have been preserved by the
Company as per the statutory requirements for record retention for the financial year ended 31 March 2025.

For RAMAN S. SHAH & ASSOCIATES,
CHARTERED ACCOUNTANTS
Firm's Registration No. 119891W

Sd/-

CA Bharat C. Bhandari
Partner

Membership No. 106122

UDIN: - 25106122BMHUSF7332

Place: Mumbai

Date: 29th September 2025