We have audited the standalone financial statements of Fermenta Biotech Limited (“the Company”), which comprise the Balancesheet as at March 31, 2026, the Statement of Profit and Loss, including the statement of Other Comprehensive Income, the CashFlow Statement and the Statement of Changes in Equity for the year then ended, and notes to the standalone financial statements,including a summary of 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 standalone financialstatements give the information required by the Companies Act, 2013, as amended (“the Act”) in the manner so required and give atrue and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as atMarch 31, 2026, its profit including other comprehensive income, its cash flows and the changes in equity for the year ended on thatdate.
BASIS FOR OPINION
We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs), as specified undersection 143(10) of the Act. Our responsibilities under those Standards are further described in the 'Auditor's Responsibilities for theAudit 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 thefinancial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilitiesin accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the standalone 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 standalonefinancial statements for the financial year ended March 31, 2026. These matters were addressed in the context of our audit of thestandalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on thesematters. 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 theresponsibilities described in the Auditor's 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 ourassessment of the risks of material misstatement of the standalone financial statements. The results of our audit procedures, includingthe procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying standalonefinancial statements.
Key audit matters
How our audit addressed the key audit matter
Recoverability of investments in and loans given and receivables from a subsidiary
(as described in Note 9, 11 and 16 of the standalone financial statements)
The Company has investment in an overseas subsidiary having
Our audit procedures included the following:
carrying value of ' 284.72 lakh (net of impairment loss of ' 900
• We obtained management's assessment for impairment
lakh). Further, the Company has also given loans of Rs. 806.08
lakh and has receivables outstanding from the subsidiary
for recoverability of these investments and financial assets.
amounting to ' 1,520.01 lakh
• Evaluated the design and implementation and tested the
The overseas subsidiary have incurred losses in prior periods as
operating effectiveness of key internal financial controls
well as in the current year due to unfavorable market conditions
related to the Company's process relating to impairment
and other adverse indicators. Accordingly, these factors have
assessment and determination of expected credit loss.
been considered in assessing impairment and determining the
• Assessed impairment/ expected credit loss model used by
expected credit loss.
the management and the evaluated the assumptions used
Assessment of the recoverable amount of these balances has
around the key drivers (cash flow forecasts, discount rates,
been identified as a key audit matter due to:
expected growth rates, forecasted margins and terminalgrowth rates) based on our knowledge of the subsidiaries
• Significance of the carrying amount of these balances.
business and Industry, as applicable. Compared the
• Significant estimates relating to the estimated future cash
historical accuracy by comparing past forecasts to actualresults achieved.
flows, associated discount rates and growth rates based on
management's view of future business prospects, to the
• Assessed the recoverable value headroom by performing
extent applicable.
sensitivity testing of key assumptions used.
• Changes to any of these assumptions could lead to material
• Tested the arithmetical accuracy of the computation of
changes in the estimated recoverable amount impacting
recoverable amounts.
potential impairment/ expected credit loss.
• Assessed the adequacy of disclosures made in thestandalone financial statements.
Provision for Inventory obsolescence (as described in Note 15 of the standalone financial statements)
As at March 31, 2026, the carrying amount of inventories
amounted to ' 13,065.56 lakh after considering allowances for
• Obtained an understanding of management's process to
Inventory of ' 686.68 lakh.
identify slow-moving, obsolete and other non-saleable
Inventories are carried at lower of cost and net realisable value.
inventory, and process of consequent measurement of
The Company makes provision for inventory based on category
required provision for obsolescence.
of products, experience, age of Inventory, current trend and
• Evaluated the design, implementation and tested the
future expectations of forecast inventory demand.
operating effectiveness of key controls that the Company
Considering the significant management judgment and
has in relation to aforesaid process.
estimates involved, provision for inventory obsolescence has
• For provisions made in respect of slow moving and non-
been considered as a key audit matter.
saleable Inventory, discussed with management thetriggers considered for such identification and evaluatedthe same in view of our understanding of the business andindustry conditions. Assessed the management's estimatesregarding the expected timing by which the balanceinventory of aforesaid products would be sold basis pasttrends and market conditions.
• Reperformed computations to test the accuracy andcompleteness of such provision estimates.
OTHER INFORMATION
The Company's Board of Directors is responsible for the other information. The other information comprises the information includedin the Annual report, but does not include the standalone financial statements and our auditor's report thereon. The Annual report isexpected to be made available to us after the date of auditor's report.
Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assuranceconclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified abovewhen it becomes available and, in doing so, consider whether such other information is materially inconsistent with the financialstatements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we haveperformed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
RESPONSIBILITIES OF MANAGEMENT AND THOSE CHARGED WITH GOVERNANCE FOR THE STANDALONEFINANCIAL STATEMENTS
The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation ofthese financial statements that give a true and fair view of the financial position, financial performance including other comprehensiveincome, 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 AccountingStandards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance withthe 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; andthe design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuringthe accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financialstatements 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 agoing concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unlessmanagement 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 FINANCIAL STATEMENTS
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from materialmisstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a highlevel of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatementwhen it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they couldreasonably 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 theaudit. We also:
• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, designand perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting fromerror, 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 thecircumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Companyhas adequate internal financial controls with reference to financial statements in place and the operating effectiveness of suchcontrols.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosuresmade by management.
• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidenceobtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company'sability 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 ouropinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events orconditions 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, andwhether 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 andsignificant 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 regardingindependence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on ourindependence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significancein the audit of the standalone financial statements for the financial year ended March 31, 2026 and are therefore the key auditmatters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter orwhen, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverseconsequences 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 ofsub-section (11) of section 143 of the Act, we give in the “Annexure 1” a statement on the matters specified in paragraphs 3 and 4of the Order.
2. As required by Section 143(3) of the Act, we report to the extent applicable, that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief werenecessary 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 ourexamination of those books except for the matters stated in the paragraph 2(i)(vi) below on reporting under Rule 11(g);
(c) The Balance Sheet, the Statement of Profit and Loss including the Statement of Other Comprehensive Income, the Cash FlowStatement and Statement of Changes in Equity 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 Accounting Standards specified under Section133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;
(e) On the basis of the written representations received from the directors as on March 31, 2026 taken on record by the Board ofDirectors, none of the directors is disqualified as on March 31, 2026 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 theparagraph (b) above on reporting under Section 143(3)(b) and paragraph 2(i)(vi) below on reporting under Rule 11(g)
(g) With respect to the adequacy of the internal financial controls with reference to standalone financial statements and theoperating effectiveness of such controls, refer to our separate Report in “Annexure 2” to this report;
(h) In our opinion, the managerial remuneration for the year ended March 31, 2026 has been paid / provided by the Company toits directors in accordance with the provisions of section 197 read with Schedule V to the Act.
(i) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Auditand Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanationsgiven to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financialstatements - Refer Note 43 to the standalone financial statements;
ii. The Company did not have any long-term contracts including derivative contracts for which there were any materialforeseeable losses;
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and ProtectionFund by the Company;
iv. a) The management has represented that, to the best of its knowledge and belief, 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 toor in any other persons or entities, including foreign entities (“Intermediaries”), with the understanding, whetherrecorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in otherpersons 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 of the Ultimate Beneficiaries;
b) The management has represented that, to the best of its knowledge and belief, no funds have been received bythe Company from any persons or entities, including foreign entities (“Funding Parties”), with the understanding,whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or investin other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“UltimateBeneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and
c) Based on such audit procedures performed that have been considered reasonable and appropriate in thecircumstances, 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. The final dividend paid by the Company during the year in respect of the same declared for the previous year is inaccordance with section 123 of the Act to the extent it applies to payment of dividend.
As stated in Note 58 to the standalone financial statements, the Board of Directors of the Company have proposedfinal dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. Thedividend declared is in accordance with section 123 of the Act to the extent it applies to declaration of dividend.
vi. Based on our examination which included test checks, the Company has used accounting software for maintaining itsbooks of account which has a feature of recording audit trail (edit log) facility and the same has operated throughoutthe year for all relevant transactions recorded in the software except that, audit trail feature is not enabled for certainchanges made, if any, using privileged/ administrative access rights, as described in Note 67 to the standalone financialstatements. Further, during the course of our audit we did not come across any instance of audit trail feature beingtampered with, in respect of accounting software where the audit trail has been enabled. Additionally, the audit trail ofprior year has been preserved by the Company as per the statutory requirements for record retention to the extent it wasenabled and recorded in the respective years.
For S R B C & CO LLP
Chartered AccountantsICAI Firm Registration Number: 324982E/E300003
per Poonam Todarwal
Partner
Place of Signature: Mumbai Membership Number: 136454
Date: May 26, 2026 UDIN: 26136454BNIJTB6999