AUDITOR'S REPORT

Andrew Yule & Company Ltd.

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Market Cap. (₹)	1295.72 Cr.	P/BV	3.82	Book Value (₹)	6.93
52 Week High/Low (₹)	50/23	FV/ML	2/1	P/E(X)	0.00
Bookclosure	27/09/2024	EPS (₹)	0.00	Div Yield (%)	0.00

Year End :2025-03

We have audited the accompanying Standalone Financial Statements of Andrew Yule & Co. Ltd. (“the Company”), which comprise
the Standalone Balance Sheet as at 31^st March, 2025, the Standalone Statement of Profit and Loss (Including Other Comprehensive
Income), the Standalone Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and notes to
the Standalone Financial Statements, including a summary of the Material accounting policies and other explanatory information
(hereinafter referred to as “Standalone financial statements”),

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 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 31st March, 2025, the Loss including other comprehensive income,
changes in equity and its cash flows forthe 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) specified
under section 143(10) of the Act. 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 made 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.

Emphasis of Matter

We draw attention to the following: -

i) In note no. 60 absence of balance confirmation certificates, sufficient and appropriate audit evidence from Debtors and
Creditors, we are unable to comment regarding adequacy of provision required to be made.

ii) In note no. 10 the company has no policy to provide for receivables on the basis of age. Debtors outstanding for more than
36 months of the company are as follows:

Total Receivables as on 31.03.2025	Receivables over 36 months	Provisions available as on 31.03.2025
12,444.64	1,949.63	1,959.59

iii) In note no. 59 Lease agreement of three tea gardens namely Banerhat, Choonabhutti and Haritalguri-3 (of New Dooars)
has not been renewed since long. Salami asked for by the West Bengal Government for renewal of lease of tea gardens
amounting to Rs.177.66 lakh (PY- Rs.177.66 lakh) is treated as “Claims not acknowledged as debts” by the Company.
The matter should be resolved immediately as it disputes the Company's ownership of the tea gardens under its operation.

iv) In note no. 15 There are old outstanding advances of the Company which remained unadjusted. Under “Other Current
Assets” total amount of Rs. 2158.70 lakh have been given as advance under various heads of expenses against which
provision for doubtful advances exist amounting to Rs. 318.52 lakh only.

Loss if any for the above are not ascertained and accounted for.

v) In note no. 25 There was delay in deposit of PF, DLI and PF Administration charges of the Company for various months
amounting to Rs. 4450.92 lakh. Penalty/demurrage if any has not been considered and accounted for.

vi) In note no 40, a penalty has been levied by SEBI for non-compliance with SEBI LODR (as per master circular no. SEBI/HO/
CFD/POD2/CIR/P/0155 dated 11.11.2024) has been disclosed by Company as contingent liability.

Loss if any for the above has not been accounted for.

Our opinion is not modified in respect ofthe above matters.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit ofthe Standalone
Financial Statements for the financial year ended 31^st 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. For matters described below, our description of how our audit addressed the matters 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 Auditors' responsibilities for the audit of the Standalone 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 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 Financial Statements.

Srl No	Key Audit Matter	Auditor’s Response
1.	Revenue Recognition Revenue from sale of goods (hereinafter referred to as revenue) is recognized when the significant risks and rewards of ownership of goods is passed to the buyer. Revenue from sale of goods is measured at the fair value of the consideration received or receivable, net of returns or allowances, trade discounts and volume rebates.	Our audit procedures included the following: Assessed the Company's Revenue Recognition policies in line with IND AS 115 (Revenue from Contracts with Customers) and tested thereof: Evaluated the integrity of the general information and technology control environment and testing the operating effectiveness of controls over recognition of revenue.
	The timing of revenue recognition is relevant to the reported performance of the company. revenue recognition was determined to be a key audit matter and a significant risk of material misstatement due to the aforesaid risk related to the recognition of revenue.	Evaluated the design, implementation and operating effectiveness of Company's controls in respect of revenue recognition. Tested the effectiveness of such controls over revenue cut off at year end. On a sample basis tested supporting documents for sales transactions recorded during the period closer to the year end and subsequent to the year end. Compared revenue with cyclical trends where appropriate, conducted further enquiries and testing. Assessed disclosures in financial statements in respect of revenue as specified in IND AS 115.
2.	Provisions and contingent liabilities The company is subject to a number of legal, regulatory and tax cases for which final outcome cannot be easily predicted and which could potentially result in significant liabilities, management's disclosures with regards to contingent liabilities are presented in note no.40-to the standalone IND AS financial statements. the assessment of the risks associated with the litigations is based on	In order to get a sufficient understanding of litigations and contingent liabilities, we have discussed the process of identification implemented by the Management for such provisions through various discussions with Company’s legal and finance departments. We read the summary of litigation matters provided by the Company's/ Unit's Legal and Finance Team.

complex assumptions. the amounts involved
and the application of accounting standards to
determine the amount if any to be provided as
a liability or disclosed as a contingent liability
are inherently subjective. This requires use of
judgment to establish the level of provisioning,
increases the risk that provisions and
contingent liabilities may not be appropriately
provided against or adequately disclosed.
Accordingly, this matter is considered to be a
key audit matter.

We read, where applicable, external legal or regulatory advice sought
by the Company. We discussed with the Company's/ Unit's Legal and
Finance Team certain material cases noted in the report to determine the
Company's assessment of the likelihood, magnitude and accounting of
any liability that may arise.

In light of the above, we reviewed the amount of provisions recorded
and exercised our professional judgment to assess the adequacy of
disclosures in the Standalone Ind AS financial statements

IT system audit

In the absence of it system audit, security of
accounting/operational data, recovery of data
through it disaster management system and
manual intervention at crucial levels of data
transfer and at the time of consolidation result
in high audit risk.

Our audit procedures included the following: The objective of this
procedure is to mitigate audit risks associated with the absence of IT
system audits, security vulnerabilities in accounting/operational data,
and inadequate data recovery mechanisms during IT disasters. This
procedure aims to ensure compliance with SA 701 (Communicating Key
Audit Matters in the Independent Auditor's Report) and enhance the
reliability and integrity offinancial reporting.

Exercise of Adequate Controls Over Lease
Deeds

Absence of exercise of adequate controls
in the process of maintaining the records of
the company's lease deeds and title deeds
enhances the audit risk.

In response to this key audit matter, we performed the following
procedures to address the heightened audit risk and obtain sufficient
appropriate audit evidence:

1. Evaluation of Internal Controls:

o Assessed the design and implementation of internal controls
over the maintenance of lease deeds and title deeds.

o Identified control deficiencies or weaknesses contributing to the
heightened audit risk.

2. Substantive Procedures:

o Conducted substantive testing to verify the existence,
completeness, and accuracy of lease deeds and title deeds.

o Examined supporting documentation, such as lease
agreements, property titles, and related correspondence.

o Verified the consistency of recorded lease and title information
with external sources and legal documentation.

We intend to communicate this key audit matter in our auditor’s
report in accordance with SA 701. The communication will provide
stakeholders with insights into the significant audit risks related to
the maintenance of lease deeds and title deeds, our audit approach,
and the implications forthe financial statements.

5.	Valuation of defined benefits obligation for employees Accounting for defined benefit plans is based on actuarial assumptions which require measuring the obligation, evaluating the planed assets and calculating the corresponding actuarial gain or loss. All future cash flows discounted to present value for arriving at the obligation. Significant estimates including the discount rates, the inflation rates, escalation of salary	Principal audit procedures: Our audit procedures include: • Evaluated the key assumptions applied (discount rates, inflation rate, mortality rate) as per the Guidance Note applicable. • Assessed the competence, independence, and integrity of the company's actuarial expert.
		• The controls over the review and approval of actuarial assumptions, the completeness and accuracy of data provided to external actuary, and the reconciliation to data used in expert's calculation were tested.
	and the mortality rate are made in valuing the
	company’s defined benefits obligations. The
	company engages external actuarial specialist to assist them in selecting appropriate assumptions and calculate the obligations. The effect of these matters is a part of the risk assessment and valuation of the defined	• Discussed with the Management about the liability accrued due to defined benefit plan and to understand the business and assessed if there was any inconsistency in the assumptions. • Adequacy of the company disclosure as per Ind AS 19 in the notes is verified.
	benefit obligations has a high degree of
	estimation as it is based on assumptions.	Based on the audit procedures involved, we observed that the
	(Refer Notes 39.2 to the Standalone Financial	assumptions made by the management in relation to the valuation were
	Statements.)	supported by available evidence.

Information Otherthan the Standalone Financial Statements and Auditor’s Report Thereon

The Company’s Board of Directors is responsible for the preparation of the other information. The other information comprises the
information included in the Director’s Report including Annexures to Director’s Report, CSR Report, R&D and Report on Corporate
Governance and Management Discussion and Analysis Report, but does not include the Standalone Financial Statements and
our auditor’s report thereon. The Director’s Report including Annexures to Director’s Report, CSR Report, R&D and Report on
Corporate Governance and Management Discussion and Analysis Report, is not made available to us till the date of this report and
is expected to be made available to us after the date of this Audit Report.

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 Standalone 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
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.

Management’s Responsibility forthe Standalone Financial Statements

The Company’s Board of Directors is responsible forthe matters stated in section 134(5) of the Companies Act, 2013 (“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, 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 read with the Companies (Indian Accounting Standards) Rules, 2015, as amended.

This responsibility also includes maintenance of adequate accounting records in accordance with the provision of the Act for
safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of
the 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 fair presentation of the Standalone 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 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 are also responsible for overseeing the company’s financial reporting process.

Auditor’s Responsibility forthe Audit ofthe 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 judgment 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 financial controls 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 system 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 financial statements represent the underlying transactions and events in a manner that achieves fair
presentation.

Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable that
the economic decisions ofa reasonably knowledgeable userofthe Standalone Financial Statements may be influenced.

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 year 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 A” a statement on the matters specified in

paragraphs 3 and 4 of the Order to the extent applicable for the year under audit.

2. As required by Section 143 (3) of the Act, based on our audit 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 Other Comprehensive Income, Statement of Changes in
Equity and the Statement of Cash Flow 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 Indian Accounting Standards specified
under Section 133 of the Act.

(e) On the basis of written representations received from the Directors as on 31st March, 2025 taken on record by the Board
of Directors, none of the directors is disqualified as on 31st 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 Standalone Financial Statements of the
Company and the operating effectiveness ofsuch controls, referto ourseparate Report in “Annexure B”.

(g) With respect to the matters required to be reported upon as per directions of The Comptroller and Auditor General of India
as per the provisions of Section 143(5) of The Companies Act 2013, refer to our report in Annexure- C

(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 has disclosed the impact of pending litigations on its financial position in its Standalone financial
statements - Refer Note 40 to the 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.

iv) (a) The management has represented that, to the best of it's knowledge and belief, other than as disclosed in
the notes to the accounts, 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, 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 ofthe ultimate beneficiaries;

(b) The management has represented, that, to the best of it's knowledge and belief, other than as disclosed in the notes
to the accounts, 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, 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
ofthe Ultimate Beneficiaries; and

(c) Based on such audit procedures we have 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) contain any
material misstatement.

v) No dividend is declared or paid by the Company during the year and hence compliance with section 123 of the
Companies Act, 2013 is not applicable to the Company.

vi) As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 (as amended), which provides for maintaining books
of account in accounting software having a feature of recording audit trail of each and every transaction, creating an
edit log of each change made in books of account along with the date when such changes were made and ensuring
that the audit trail cannot be disabled is applicable to the Company, the audit trail is implemented in case of cash and
bank transaction not for whole transactions. The reporting under clause (g) of Rule 11 of the Companies (Audit and
Auditors) Rules, 2014 (as amended) is applicable to company.

For N. C. BANERJEE & CO.

Chartered Accountants

Firm Regn. No: 302081E

(CA. M.C. Kodali)

Partner

Membership No. -056514

UDIN: 25056514BMJND5935

Date: 17.07.2025

Place: Kolkata

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