We have audited the financial statements of Rallis India Limited
(the "Company"} which comprise the balance sheet as at March
31, 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 material 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 financial statements
give the information required by the Companies Act, 2013 ("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, and its profit
and other comprehensive 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) 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 ofIndia 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 on the 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.

Other Information

The Company's Management and Board of Directors are
responsible for the other information. The other information
comprises the information included in the annual report, but does
not include the financial statements and auditor's report thereon.
The annual report is expected to be made available to us after the
date of this auditor's report.

Our opinion on the financial statements does not cover the
other information and we will 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 communicate
the matter to those charged with governance and take necessary
actions, as applicable under the relevant laws and regulations.

Management's and Board of Directors' Responsibilities 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/ loss and other comprehensive income,
changes in equity and cash flows 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 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, the 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 the Board of Directors 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 skepticism 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 the Management and Board of Directors.

• Conclude on the appropriateness of the Management 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 auditor's 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 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
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 (Auditor's Report} Order,
2020 ("the Order"} issued by the Central Government of
India 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. 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 except
for the matter stated in the paragraph 2B(f} below on
reporting under Rule 11 (g) of the Companies (Audit
and Auditors} Rules, 2014.

c. The balance sheet, the statement of profit and
loss (including other comprehensive income}, the
statement of changes in equity and the statement of
cash flows dealt with by this Report are in agreement
with the books of account.

d. In our opinion, the aforesaid financial statements
comply with the Ind AS specified under Section
133 of the Act.

e. On the basis of the written representations received
from the directors on April 1, 2025, 4 April 2025 and 7
April 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. the modification relating to the maintenance of
accounts and other matters connected therewith are
as stated in the paragraph 2A(b} above on reporting
under Section 143(3}(b} of the Act and paragraph 2B(f}
below on reporting under Rule 11(g} of the Companies
(Audit and Auditors} Rules, 2014.

g. 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".

B. 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:

a. The Company has disclosed the impact of pending
litigations as at March 31, 2025 on its financial position
in its financial statements - Refer Note 39 to the
financial statements.

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

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

d. (i} The management has represented that, to the best

of its knowledge and belief, as disclosed in the Note
50(vi} to the 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(s} or entity(ies}, including foreign
entities ("Intermediaries"}, with the understanding,
whether recorded in writing or otherwise, that the
Intermediary shall directly or indirectly lend or invest
in other persons or entities identified in any manner
whatsoever by or on behalfofthe Company ("Ultimate
Beneficiaries"} or provide any guarantee, security or
the like on behalf of the Ultimate Beneficiaries.

(ii} The management has represented that, to the
best of its knowledge and belief, as disclosed
in the Note 50(v} to the financial statements,
no funds 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 directly
or indirectly, lend or invest in other persons or
entities identified in any manner whatsoever by
or on behalf of the Funding Parties ("Ultimate
Beneficiaries"} or provide any guarantee, security
or the like on behalf of the Ultimate Beneficiaries.

(iii} Based on the audit procedures 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 (i} and (ii} of
Rule 11(e}, as provided under (i} and (ii} above,
contain any material misstatement.

e. The final dividend paid by the Company during the
year, in respect of the same declared for the previous
year, is in accordance with Section 123 of the Act to the
extent it applies to payment of dividend.

As stated in Note 52 to the financial statements, the
Board of Directors of the Company has proposed final
dividend for the year which is subject to the approval
of the members at the ensuing Annual General
Meeting. The dividend declared is in accordance
with Section 123 of the Act to the extent it applies to
declaration of dividend.

f. Based on our examination which included test
checks, except for the instances mentioned below,
the Company has used accounting softwares for
maintaining its books of account, which have a feature
of recording audit trail (edit log} facility and the same
has operated throughout the year for all relevant
transactions recorded in the respective software:

The feature of recording audit trail (edit log} facility was
not enabled at the database level for accounting software
used for maintaining the books of account to log any
direct data changes for the period from April 1,2024 to 31
August 2024. Further, for one user, it was not enabled for
direct changes at database level for the entire audit period.

Further, for the periods where audit trail (edit log)
facility was enabled and operated for the respective
accounting software, we did not come across any
instance of the audit trail feature being tampered with.

Additionally, other than the periods where audit trail
was not enabled in the prior year, the audit trail has
been preserved by the Company as per the statutory
requirements for record retention.

C. With respect to the matter to be included in the Auditor's
Report under Section 197(16) of the Act:

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.

For B S R & Co. LLP

Chartered Accountants
Firm's Registration No.:101248W/W-100022

Mansi Pardiwalla

Partner

Place: Mumbai Membership No.: 108511

Date: 23 April 2025 ICAI UDIN:25108511BMOEMO4980