We have audited the accompanying standalone Ind AS financial statements of White Organic Retail Limited("the company"),
which comprise the Balance sheet as at March 31, 2024, the Statement of Profit and Loss, including the statement of Other
Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended March 31,
2024, and notes to the standalone Ind AS 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, except for the possible effects of
the matters described in the basis for qualified opinion paragraph below, the aforesaid standalone Ind AS 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 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 March 31, 2022, its profit including other comprehensive income,
its cash flows and the changes in equity for the year ended on that date.

Basis for Qualified Opinion

1. We draw your attention to Note 12 of the Standalone Financial Statements, which states that White Organic Retail
Limited ("WORL" or "Company") had carried trades in previous financial periods on a back-to-back payment basis.
Under such past period trades, it has not received payments from various debtors wherein the Company has taken a
decision to not pay the creditors and loans availed for such trades.

The company has written off it's debtors and inter corporate deposits to the tune of INR 216.26 crores and further written back
creditors and loans payable to the tune of INR 199.97 crores during the Financial Year 2023-24. However, we have not been able
to perform any verification and confirmation procedures to validate the authenticity of the internal settlement transactions.
Accordingly, we are unable to comment on above settlement and the consequential legal impact on the demand if any raised
from creditors and lenders going forward on the Standalone Financial Statements.

2. According to the SA 505 "External Confirmation" and SA 501 "Audit Evidence" issued by the ICAI, balances with respect
to trade receivables, trade payables, Inter corporate deposits for validating outstanding balances during the year are
subject to confirmation. Accordingly, we have sent a total of 16 confirmation for confirming closing balances amounting
to INR 469.19 crores as on 31th March 2024 (pre write off and write back) and to validate the one-time settlement.
However, we have not received sufficient and appropriate confirmation from All parties for confirming balances and
transactions amounting to INR 469.19 crores. Hence, we are unable to comment on the completeness and valuation of
these balances in respect of the year ended March 31, 2024.

3. According to the information and explanation given to us and based on the audit, the company has advanced significant
balances as trade advances amounting to INR 11.99 crores to related parties against which no stock/ services has been
received from the counterparties till May 28^th, 2024. These advances can be construed as being in the nature of loans
and attract non compliances under Companies Act 2013 since no approvals have been obtained in relation to the same.

4. According to the SA 505 "External Confirmation" and SA 501 "Audit Evidence" issued by the ICAI, balances with respect
to banks for validating outstanding balances during the year are subject to confirmation. Accordingly, we have sent a
total of 7 bank confirmations for confirming closing balances amounting to INR 92,856.83/- as on March 31, 2024.
However, we have not received sufficient and appropriate confirmation from 7 banks for confirming balances
amounting to INR 92,856.83/-. Hence, we are unable to comment on the completeness of these balances in respect of
the year ended March 31, 2024.

5. According to the SA 501 "Audit Evidence" issued by the ICAI, balances with respect to banks for validating outstanding
balances during the year are subject to confirmation. Accordingly, we have not received bank statements of 5 bank
accounts to validate the transactions conducted in the same and having closing balances amounting to INR 92,856.83/-
as on March 31, 2024 as per Books of accounts. Hence, we are unable to comment on the completeness and valuation
of these transactions and balances in respect of the year ended March 31, 2024.

6. We draw your attention to Note 10 of the Standalone Financial Statements, which states that the Company has written
off Inventory of INR 0.15 Crores in the Standalone Financial Statements in the month of June 2023. The Management
has represented that the same is on account of obsolete and expired stock items related to the Agro Segment which
have been scrapped in June 2023. We were unable to conduct any physical verification procedures to validate the

inventory and the Company to validate and substantiate the obsoleteness of such stock item and validate that the
inventory is not marketable. Hence, we are unable to express any opinion on such write off.

7. The Company has made purchases during the previous period with creditors as on March 31, 2024 to whom payments
are outstanding for a period of over 180 days. Further Rule 37 of CGST Rule 2017 says that Input Tax Credit may be
reversed (or amount added to output liability) in the return for the month immediately following 180 days. Interest
must be paid at the rate of 18% from the date of taking credit to the date on which reversal (or added to output
liability). However, the Company has not reversed GST to the tune of INR 0.33 crores on such credit balances.

8. The company did not have an effective interface and systems in places related to various functional software of
Sales/Revenue, Inventory Management, accounting software and other key areas of the organization resulting in
accounting entries and inventory registers being made manually on for the year ended March 31, 2024, which might
lead to risk of misstatement.

9. The Company has not taken into consideration the implication of additions on account of Section 43B(h) of the Income
Tax Act specifically covers any sum payable by the assesses to micro or small enterprises (MSEs). This section ensures
that MSEs receive timely payments within the stipulated time as determined by the Micro, Small and Medium
Enterprises Development (MSMED) Act, 2006 hence we are unable to comment on the impact of the same on the
income tax provision.

10. The Company had purchased an intangible asset for technical fees during the financial year FY 22-23 for a project to be
implemented, however the same as per the Management explanation the same could not be materialized and the
Company has decided to write off the entire asset. We have not been able to validate the value and authenticity of the
intangible asset and neither verify the use case for the same. Hence, we are unable to form an opinion on such
transaction.

Material Uncertainty Related to Going Concern

The Company has incurred a net loss of INR 27.25 crore during the year ended March 31, 2024 which is on account of write back
transactions of creditors. The Company has further not been able to realize the debtors to the tune of INR 216.26 crores and
written back creditors to the tune of INR 199.97 crores. Further the company also has unpaid income tax liability to the tune of
INR 3.18 crores including interest outstanding since last 2 year which the Company has not been able to service. The Company
has not developed any business during the current financial year which gives any new sign of payment of such previous
outstanding liabilities. The above factors indicate that a material uncertainty exists that may cast significant doubt on the
Company's ability to continue as a going concern. However, based on ongoing discussion with the new lenders and revised
business plans, management is of the view that going concern basis of accounting is appropriate for preparation of the
accompanying Statement. Our opinion is not modified in respect of this matter.

Emphasis of matter

1. We draw your attention to Note 07; of the standalone Financial Statements, which states that the Company is carrying
significant balances as trade and other receivables including amounts outstanding from earlier accounting periods as on
March 31, 2024. Further the Company has created a net expected credit loss provision to the tune of INR 4.36 Crores
during the FY 2023-24 in relation to recoverability of such debts after assessing the impact and status of such
receivables with reference to the ageing profile, historical payment pattern, and the past record of the customer/
vendor.

2. We draw your attention to Note 08 of the Standalone Financial Statements wherein that the Company has not yet paid
Self-Assessment Income Tax dues in relation to FY 21-22 as of May 28, 2024.

3. We draw your attention to Note 09 of the Standalone Financial Statements that the Company has not yet paid the
statutory dues as on March 31, 2024 to the tune of over INR 4.11 crores consisting of Self-Assessment Income Tax
Gross of INR 2.52 crores and interest payable INR 1.06 Crore, Professional Tax, Tax Deducted at Source Gross of INR

0.42 crore and interest payable INR 0.09 crore and GST payable on RCM basis amount of INR 0.06 crore.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone
Ind AS financial statements for the financial year ended March 31, 2024. These matters were addressed in the context of our
audit of the standalone Ind AS financial statements as a whole and in forming our opinion thereon, and we do not provide a
separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in
that context.

We have determined the matters described below to be the key audit matters to be communicated in our report. We have
fulfilled the responsibilities described in the Auditor's responsibilities for the audit of the standalone Ind AS financial statements

section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures
designed to respond to our assessment of the risks of material misstatement of the standalone Ind AS financial statements. The
results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our
audit opinion on the accompanying standalone Ind AS financial statement.

Information Other than the Standalone Financial Statements and Auditor's Report Thereon

The Company's management and Board of Directors are responsible for the other information. The other information comprises
the information included in the Board's report including annexures to the Board's report, but does not include the standalone
Ind AS financial statements and our auditor's report thereon.

Our opinion on the standalone Ind AS 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 Ind AS financial statements, our responsibility is to read the other information
and, in doing so, consider whether such other information is materially inconsistent with the financial statements or our
knowledge obtained in the 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 and Those Charged with Governance for the Standalone Ind AS 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 standalone Ind AS financial statements that give a true and fair view of the state of affairs of
the Company, 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 read with the Companies (Indian Accounting Standards)
Rules, 2015, as amended.

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 the
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 standalone Ind AS
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 Ind AS 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 Charged with Governance are also responsible for overseeing the Company's financial reporting process.

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

Our objectives are to obtain reasonable assurance about whether the standalone Ind AS 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 Ind AS 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 standalone Ind AS 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 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 Ind AS financial statements, including the
disclosures, and whether the standalone Ind AS 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 Ind AS financial statements for the financial year ended March 31, 2024 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 Act, we give in the "Annexure 1" a statement on the matters specified in
paragraphs 3 and 4 of the Order.

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 standalone balance Sheet, the standalone statement of Profit and Loss including the statement of other comprehensive
income, the cash flow statement and statement of changes in equity dealt with by this Report are in agreement with the books
of accounts;

(d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Accounting Standards specified under
Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;

(e) On the basis of Declaration received from the Directors at the beginning of the financial year and at the time of being
appointed as director of the Company, none of the directors of the Company for the year ending on March 31, 2024 have been
debarred or disqualified from being appointed or continuing 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 with reference to
these standalone Ind AS financial statements and the operating effectiveness of such controls, refer to our separate Report in
"Annexure 2" to this report;

(g) In our opinion, the managerial remuneration for the previous year has not been paid / provided by the Company to its
directors in accordance with the provisions of section 197 read with Schedule V to the Act;

(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 us:

i. The Company did not have any long-term contracts as at March 31, 2024 for which there were any material foreseeable losses.
The Company did not have any long-term derivative contracts as at March 31, 2024;

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

iii. (a) The management has represented that, to the best of its knowledge and belief, as disclosed in the Note 37 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 persons or entities, 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 ("Ultimate
Beneficiaries") by or on behalf of the Company or

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

(b) The management has represented that, to the best of its knowledge and belief, as disclosed in the the Note 37 to the
standalone financial statements, no funds have been received by the Company from any persons or entities, 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 ("Ultimate
Beneficiaries") by or on behalf of the Funding Party or

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

(c) Based on such audit procedures as 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 (iii) (a) and (iii) (b) contain any material mis¬
statement

iv. The company has not declared any final or interim dividend during FY 2023-24 and have not violated any rules mentioned
under section 123 of Companies Act, 2013.

v. 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 Naik Mehta & Co.

Chartered Accountants
FRN:124529W

CA Alpa Mehta
Partner

Membership No. 107896
Place: Mumbai
Date: 28/05/2024
UDIN: 24107896B KCTS U4610