We have audited the accompanying standalone financialstatements of Aries Agro Limited (“the Company”), whichcomprise the Balance Sheet as at March 31, 2025, theStatement of Profit and Loss (including Other ComprehensiveIncome), the Statement of Changes in Equity and theStatement of Cash Flows for the year ended on that date,and a summary of the significant accounting policies andother explanatory information (hereinafter referred to as “thestandalone financial statements”).
In our opinion and to the best of our information and accordingto the explanations given to us, the aforesaid standalonefinancial statements give the information required by theCompanies Act, 2013 (“the Act”) in the manner so requiredand give a true and fair view in conformity with the IndianAccounting Standards prescribed under section 133 of theAct read with the Companies (Indian Accounting Standards)Rules, 2015, as amended, (“Ind AS”) and other accountingprinciples generally accepted in India, of the state of affairsof the Company as at March 31, 2025, and its profit, totalcomprehensive income, its cash flows and the changes inequity for the year ended on that date.
We conducted our audit of the standalone financial statementsin accordance with the Standards on Auditing (“SA's) specifiedunder section 143(10) of the Act. Our responsibilities underthose Standards are further described in the Auditor’sResponsibilities for the Audit of the Standalone FinancialStatements section of our report. We are independent ofthe Company in accordance with the Code of Ethics issuedby the Institute of Chartered Accountants of India (ICAI)together with the ethical requirements that are relevant toour audit of the standalone financial statements under theprovisions of the Act and the Rules made thereunder, and wehave fulfilled our other ethical responsibilities in accordancewith these requirements and the ICAI's Code of Ethics. Webelieve that the audit evidence obtained by us is sufficientand appropriate to provide a basis for our audit opinion onthe standalone financial statements.
Key audit matters are those matters that, in our professionaljudgment, were of most significance in our audit of thefinancial statements of the current period. These matterswere addressed in the context of our audit of the financialstatements as a whole, and in forming our opinion thereon,and we do not provide a separate opinion on these matters.We have determined the matter described below to be thekey audit matter to be communicated in our report.
Key Audit Matter
Auditor’s Response
1. Revenue recognition - Sale of Goods
Revenue recognition - Sale of goods Refer Note 4 (N)(a) “Revenue Recognition” of the Standalone FinancialStatements under Significant Accounting Policies.Revenue from sale of goods is recognised when controlof the products being sold is transferred to the customer,which is mainly upon delivery and when there are nolonger any unfulfilled obligations. The timing of revenuerecognition is relevant to the reported performance of theCompany. The Management considers revenue as a keymeasure for evaluation of performance. There is a risk ofrevenue being recorded before control is transferred.
2. Discount / Rebate
The Company has offered various scheme discounts to theCustomers. These discount / rebates comprises of cashdiscount, independence day scheme discount, monsoonoffer discount, product discount, flash sale discount,off take / lifting discount, seasonal discount, off seasondiscount, year end pay and lifting discount etc.and thenature and treatment of these discounts are in line with thepractice adopted by the industry dealing in micronutrients /plant nutrition solutions.
3. Evaluation of uncertain tax positions
The Company has material uncertain direct and indirect taxpositions including matters under dispute which involvessignificant judgement to determine the possible outcome ofthese disputes.
Principal Audit Procedures
We have performed the following principal audit procedures in relation
to revenue recognised which include a combination of testing internal
controls and substantive testing as under:
• Assessing the appropriateness of the Company's revenue recognitionaccounting policies in line with Ind AS 115 and testing thereof.
• Evaluating the integrity of the general information and technology(“IT”) control environment and testing the operating effectiveness ofkey IT application controls.
• Understanding the revenue recognition process, evaluating thedesign and implementation of Company's controls in respect ofrevenue recognition.
• Testing the effectiveness of such controls over revenue cut-off atyear end.
Testing the supporting documentation for sales transactions recordedduring the period closer to the year end and subsequent to the yearend, including examination of credit notes issued subsequent to theyear end to determine whether revenue was recognised in correctperiod.
• Performing analytical procedures on current year revenue based onmonthly trends and where appropriate, conducting further enquiriesand testing.
We have performed the following principal audit procedures in relation to
discount/rebate
• Considering the appropriateness of the Company's Revenuerecognition accounting policies including those relating to thediscounts and rebates.
• Testing effectiveness of Company’s control over the calculation ofdiscounts and rebates.
The Company has disclosed in contingent liabilities (tothe extent not provided for) towards direct and indirect taxposition.
Refer Notes 4 (M) and 42 to the Standalone FinancialStatement
The Company undergo assessment proceedings from timeto time with direct and indirect tax authorities. There is ahigh level of judgment required in estimating the level ofprovisioning and/or disclosure required.
The management's assessment is supported by the advicefrom independent tax consultants and legal consultants,where considered necessary by the management.Accordingly, unexpected adverse outcome, if any, couldimpact significantly the company's reported profit andbalance sheet position.
• On a sample basis, based on the high value of rebates and discount,we inspected / verified the terms of the various schemes related to thediscounts and rebates and checked its input used in the calculationof discounts.
• Tested arithmetical accuracy of the calculation of discounts andrebates recognised in financial statements.
Obtained details of completed tax assessment and demands for theyear ended March 31, 2025 from management. We involved company'slegal and tax consultants to challenge the management’s underlyingassumptions in estimating the tax provision, liabilities and the possibleoutcome of the disputes. Company's legal and tax consultants alsoconsidered legal precedence and other ruling evaluating management'sposition on these uncertain tax positions. Additionally, we considered theeffect of new information in respect of uncertain tax position as at 31stMarch, 2025 to evaluate whether any change is required to management’sposition on these uncertainties. We have also considered the positionsand updated status till the date of signing of these Financial Statements.
We did not identify .any material exception as a result of above procedurerelating to management's assessment of provisions.
The Company's Board of Directors is responsible for thepreparation of the other information. The other informationcomprises the information included in the ManagementDiscussion and Analysis, Board's Report including Annexuresto Board's Report, Business Responsibility Report,Corporate Governance and Shareholder's Information, butdoes not include the financial statements and our auditor'sreport thereon. The other information is expected to be madeavailable to us after the date of Auditor's Report.
Our opinion on the standalone financial statements does notcover the other information and we do not express any formof assurance conclusion thereon.
In connection with our audit of the standalone financialstatements, our responsibility is to read the other informationand, in doing so, consider whether the other informationis materially inconsistent with the standalone financialstatements or our knowledge obtained during the course ofour audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude thatthere is a material misstatement of this other information, weare required to report that fact. We have nothing to report inthis regard.
Management's Responsibility for the StandaloneFinancial Statements
The Company's Board of Directors is responsible for thematters stated in section 134(5) of the Act with respect tothe preparation of these standalone financial statements thatgive a true and fair view of the financial position, financialperformance, including other comprehensive income,changes in equity and cash flows of the Company inaccordance with the Ind AS and other accounting principlesgenerally accepted in India. This responsibility also includes
maintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding the assets ofthe Company and for preventing and detecting frauds andother irregularities; selection and application of appropriateaccounting policies; making judgments and estimates thatare reasonable and prudent; and design, implementationand maintenance of adequate internal financial controls,that were operating effectively for ensuring the accuracyand completeness of the accounting records, relevant tothe preparation and presentation of the standalone financialstatements that give a true and fair view and are free frommaterial misstatement, whether due to fraud or error.
In preparing the standalone financial statements,management is responsible for assessing the Company'sability to continue as a going concern, disclosing, asapplicable, matters related to going concern and using thegoing concern basis of accounting unless management eitherintends to liquidate the Company or to cease operations, orhas no realistic alternative but to do so.
The Board of Directors is responsible for overseeing theCompany's financial reporting process.
Auditor's Responsibilities for the Audit of theStandalone Financial Statements
Our objectives are to obtain reasonable assurance aboutwhether the standalone financial statements as a wholeare free from material misstatement, whether due to fraudor error, and to issue an auditor's report that includes ouropinion. Reasonable assurance is a high level of assurance,but is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and areconsidered material if, individually or in the aggregate, theycould reasonably be expected to influence the economicdecisions of users taken on the basis of these standalonefinancial statements.
As part of an audit in accordance with SAs, we exerciseprofessional judgment and maintain professional skepticismthroughout the audit. We also:
• Identify and assess the risks of material misstatementof the standalone financial statements, whether dueto fraud or error, design and perform audit proceduresresponsive to those risks, and obtain audit evidencethat is sufficient and appropriate to provide a basisfor our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than forone resulting from error, as fraud may involve collusion,forgery, intentional omissions, misrepresentations, orthe override of internal control.
• Obtain an understanding of internal financial controlsrelevant to the audit in order to design audit proceduresthat are appropriate in the circumstances. Undersection 143(3)(i) of the Act, we are also responsible forexpressing our opinion on whether the Company hasadequate internal financial controls system in place andthe operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policiesused and the reasonableness of accounting estimatesand related disclosures made by management.
• Conclude on the appropriateness of management's useof the going concern basis of accounting, and basedon the audit evidence obtained, whether a materialuncertainty exists related to events or conditions thatmay cast significant doubt on the Company's abilityto continue as a going concern. If we conclude that amaterial uncertainty exists, we are required to drawattention in our auditor's report to the related disclosuresin the standalone financial statements or, if suchdisclosures are inadequate, to modify our opinion. Ourconclusions are based on the audit evidence obtainedup to the date of our auditor's report. However, futureevents or conditions may cause the Company to ceaseto continue as a going concern.
• Evaluate the overall presentation, structure and contentof the standalone financial statements, including thedisclosures, and whether the standalone financialstatements represent the underlying transactions andevents in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in thestandalone financial statements that, individually or inaggregate, makes it probable that the economic decisions ofa reasonably knowledgeable user of the standalone financialstatements may be influenced. We consider quantitativemateriality and qualitative factors in (i) planning the scope ofour audit work and in evaluating the results of our work; and(ii) to evaluate the effect of any identified misstatements inthe standalone financial statements.
We communicate with those charged with governanceregarding, among other matters, the planned scope andtiming of the audit and significant audit findings, includingany significant deficiencies in internal control that we identifyduring our audit.
We also provide those charged with governance with astatement that we have complied with relevant ethicalrequirements regarding independence, and to communicatewith them all relationships and other matters that mayreasonably be thought to bear on our independence, andwhere applicable, related safeguards.
From the matters communicated with those charged withgovernance, we determine those matters that were of mostsignificance in the audit of the standalone financial statementsof the current period and are therefore the key audit matters.We describe these matters in our auditor's report unless lawor regulation precludes public disclosure about the matter orwhen, in extremely rare circumstances, we determine that amatter should not be communicated in our report becausethe adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of suchcommunication.
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 interms of Section 143(11) of the Act, we give in “AnnexureA” a statement on the matters specified in paragraphs 3and 4 of the Order.
2. As required by Section 143(3) of the Act, based on ouraudit we report that:
a) We have sought and obtained all the informationand explanations which to the best of our knowledgeand belief were necessary for the purposes of ouraudit.
b) In our opinion, proper books of account as requiredby law have been kept by the Company so far as itappears from our examination of those books (andproper records adequate for the purpose of ouraudit have been received from branches not visitedby us).
c) The Balance Sheet, the Statement of Profit and Lossincluding Other Comprehensive Income, Statementof Changes in Equity and the Statement of CashFlow dealt with by this Report are in agreement withthe relevant books of accounts.
d) In our opinion, the aforesaid standalone financialstatements comply with the Ind AS specified underSection 133 of the Act, read with Rule 7 of theCompanies (Accounts) Rules, 2014.
e) On the basis of the written representations receivedfrom the directors as on March 31, 2025 takenon record by the Board of Directors, none of thedirectors is disqualified as on March 31, 2025 frombeing appointed as a director in terms of Section164 (2) of the Act.
f) With respect to the adequacy of the internalfinancial controls over financial reporting of theCompany and the operating effectiveness of suchcontrols, refer to our separate Report in “AnnexureB”. Our report expresses an unmodified opinion onthe adequacy and operating effectiveness of the
Company's internal financial controls over financialreporting.
g) With respect to the other matters to be includedin the Auditor's Report in accordance with therequirements of section 197(16) of the Act, asamended:
In our opinion and to the best of our informationand according to the explanations given to us, theremuneration paid by the Company to its directorsduring the year is in accordance with the provisionsof section 197 of the Act.
h) With respect to the other matters to be included inthe Auditor's Report in accordance with Rule 11 ofthe Companies (Audit and Auditors) Rules, 2014,as amended in our opinion and to the best of ourinformation and according to the explanations givento us:
i. The Company has disclosed the impact ofpending litigations on its financial position in itsstandalone financial statements.
ii. The Company has made provision, as requiredunder the applicable law or accountingstandards, for material foreseeable losses, ifany, on long-term contracts including derivativecontracts.
iii. There has been no delay in transferringamounts, required to be transferred, to theInvestor Education and Protection Fund by theCompany.
iv. (a) The Management has represented that,
to the best of its knowledge and belief,no funds (which are material eitherindividually or in the aggregate) havebeen advanced or loaned or invested(either from borrowed funds or sharepremium or any other sources or kind offunds) by the Company to or in any otherperson or entity, including foreign entity(“Intermediaries”), with the understanding,whether recorded in writing or otherwise,that the Intermediary shall, whether,directly or indirectly lend or invest inother persons or entities identified in anymanner whatsoever by or on behalf ofthe Company (“Ultimate Beneficiaries”) orprovide any guarantee, security or the likeon behalf of the Ultimate Beneficiaries;
(b) The Management has represented, that,to the best of its knowledge and belief,no funds (which are material eitherindividually or in the aggregate) have beenreceived by the Company from any personor entity, including foreign entity (“FundingParties”), with the understanding, whetherrecorded in writing or otherwise, thatthe Company shall, whether, directly or
indirectly, lend or invest in other personsor entities identified in any mannerwhatsoever by or on behalf of the FundingParty (“Ultimate Beneficiaries”) or provideany guarantee, security or the like onbehalf of the Ultimate Beneficiaries;
(c) Based on the audit procedures thathave been considered reasonable andappropriate in the circumstances, nothinghas come to our notice that has caused usto believe that the representations undersub-clause (i) and (ii) of Rule 11(e), asprovided under (a) and (b) above, containany material misstatement.
v. As stated in Note 42 to the standalone financial
statements
(a) The final dividend proposed in theprevious year, declared and paid by theCompany during the year is in accordancewith Section 123 of the Act, as applicable.
(b) The interim dividend is not declared andhence the question of compliance with thesection 123 of the Act does not arise.
(c) The Board of Directors of the Companyhave proposed final dividend for the yearwhich is subject to the approval of themembers at the ensuing Annual GeneralMeeting. The amount of dividend proposedis in accordance with section 123 of theAct, as applicable.
vi. Based on our examination, which includedtest checks, the Company has usedaccounting software for maintainingits books of accounts for the financialyear ended 31st March, 2025 which hasa feature of recording audit trail (EditLog) facility and the same has operatedthroughout the year for all relevanttransactions recorded in the software.Further, during the course of our audit wedid not come across any instance of theaudit trail feature being tempered with andthe audit trail has been preserved by theCompany as per statutory requirementsfor record retention.
For Kirti D. Shah & Associates
Chartered AccountantsFirm’s Registration No. 115133W
Kirti D. Shah
Proprietor
Date: 22nd May, 2025 Membership No.032371
Place: Mumbai UDIN : 25032371BMUKVK9221