We have audited the standalone financial statements ofFermenta Biotech Limited (“the Company”), which comprise theBalance sheet as at March 31, 2025, the Statement of Profit andLoss, including the statement of Other Comprehensive Income,the Cash Flow Statement and the Statement of Changes in Equityfor the year then ended, and notes to the Standalone financialstatements, including a summary of material accounting policiesand other explanatory information .
In our opinion and to the best of our information and according tothe 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 givea true and fair view in conformity with the accounting principlesgenerally accepted in India, of the state of affairs of the Companyas at March 31, 2025, its profit including other comprehensiveloss, its cash flows and the changes in equity for the year endedon that date.
Basis for Opinion
We conducted our audit of the standalone financial statementsin accordance with the Standards on Auditing (SAs), as specifiedunder section 143(10) of the Act. Our responsibilities under thoseStandards are further described in the 'Auditor's Responsibilitiesfor the Audit of the Standalone Financial Statements' section ofour report. We are independent of the Company in accordancewith the 'Code of Ethics' issued by the Institute of CharteredAccountants of India together with the ethical requirements
that are relevant to our audit of the financial statements underthe provisions of the Act and the Rules thereunder, and we havefulfilled our other ethical responsibilities in accordance withthese requirements and the Code of Ethics. We believe that theaudit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the standalone financialstatements.
Key Audit Matters
Key audit matters are those matters that, in our professionaljudgment, were of most significance in our audit of the standalonefinancial statements for the financial year ended March 31, 2025.These matters were addressed in the context of our audit of thestandalone financial statements as a whole, and in forming ouropinion thereon, and we do not provide a separate opinion onthese matters. For each matter below, our description of how ouraudit addressed the matter is provided in that context.
We have determined the matters described below to be the keyaudit matters to be communicated in our report. We have fulfilledthe responsibilities described in the Auditor's responsibilitiesfor the audit of the standalone financial statements section ofour report, including in relation to these matters. Accordingly,our audit included the performance of procedures designed torespond to our assessment of the risks of material misstatementof the standalone financial statements. The results of our auditprocedures, including the procedures performed to address thematters below, provide the basis for our audit opinion on theaccompanying standalone financial statements.
Key audit matters
How our audit addressed the key audit matter
Recoverability of investments in and loans given and receivables from certain subsidiaries
(as described in Note 9,11and 16 of the standalone financial statements)
The Company has investments in subsidiaries having carrying
Our audit procedures included the following:
value of '320.06 lakh (net of impairment loss of ' 1,879.86 lakh).Further, the Company has also given loans and has receivables
?? We obtained management's assessment for impairment forrecoverability of these investments and financial assets.
outstanding from these subsidiaries amounting to ' 5,431.86lakh (net of provision for expected credit loss of 2,315.81 lakh)
?? Evaluated the design and implementation and tested theoperating effectiveness of key internal financial controls
related to the Company's process relating to impairmentassessment and determination of expected credit loss.
These subsidiaries have either incurred losses in the past / has
??
Assessed impairment/ expected credit loss model used by
been incurring losses or further investments made by them
the management and the evaluated the assumptions used
in the step-down subsidiaries have been incurring losses
around the key drivers (cash flow forecasts, discount rates,
due to unfavorable market conditions and other indicators.
expected growth rates, forecasted margins and terminal
Accordingly, these have been considered for assessment of
growth rates) based on our knowledge of the subsidiaries
impairment and determination of the expected credit loss.
business and Industry, as applicable. Compared thehistorical accuracy by comparing past forecasts to actual
Assessment of the recoverable amount of these balances has
results achieved.
been identified as a key audit matter due to:
Assessed the recoverable value headroom by performing
?? Significance of the carrying amount of these balances.
sensitivity testing of key assumptions used.
?? Significant estimates relating to the estimated future cash
Tested the arithmetical accuracy of the computation of
flows, associated discount rates and growth rates based on
recoverable amounts.
management's view of future business prospects, to the
Assessed the adequacy of disclosures made in the standalone
extent applicable.
financial statements.
?? Changes to any of these assumptions could lead to material
changes in the estimated recoverable amount impactingpotential impairment/ expected credit loss.
Recoverability of Minimum Alternate Tax (MAT) credit entitlement included under deferred tax assets
(as described in Note 48 of the standalone financial statements)
The Company has recognized deferred tax assets amounting
to ' 1,571.22 lakh representing Minimum Alternate Tax (MAT)
Evaluated the Company's accounting policies with respect
credit entitlement, pursuant to the provisions of Section 115JB
to recognition of deferred taxes in accordance with Ind AS
of the Income-tax Act, 1961 and related rules.
12 “Income Taxes”.
Unused tax credits in the form of MAT credits is recognized to
Evaluated the design and implementation and tested the
the extent that there is convincing evidence that sufficient
operating effectiveness of key internal financial controls
taxable profits will be available in the future against which such
related to the assessment of recoverability of MAT credit
MAT credit can be utilized.
entitlement.
The recoverability of such MAT credit entitlement is considered
Obtained and analysed the future projections of taxable
as a key audit matter as it involves significant management
profits estimated by management and assessed the key
judgement including accounting estimates relating to
assumptions used and the reasonableness of the future cash
profitability forecasts, availability of sufficient taxable income
flow projections.
in the future and recoverability within the specified period of
Assessed the sensitivity analysis applied by the Company
time.
and evaluated if any change in the assumptions will leadto any material change utilization of the MAT creditentitlement.
Assessed the adequacy of disclosures made in the standalonefinancial statements
Provision for Inventory obsolescence (as described in Note 15 of the standalone financial statements
As at March 31, 2025, the carrying amount of inventories
amounted to ' 9,447.82 lakh after considering allowances for
Obtained an understanding of management's process to
Inventory of ' 2,079.23 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 ofrequired provision for obsolescence.
The Company makes provision for inventory based on categoryof products, experience, age of Inventory, current trend and
Evaluated the design, implementation and tested theoperating effectiveness of key controls that the Company
future expectations of forecast inventory demand.
has in relation to aforesaid process.
Considering the significant management judgment andestimates involved, provision for inventory obsolescence hasbeen considered as a key audit matter.
For provisions made in respect of slow moving and non¬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.
Assessed the adequacy of disclosures made in the standalonefinancial statements.
Other Information
The Company's Board of Directors is responsible for the otherinformation. The other information comprises the informationincluded in the Annual report, but does not include the standalonefinancial statements and our auditor's report thereon. TheAnnual report is expected to be made available to us after thedate of this auditor's report.
Our opinion on the standalone financial statements does notcover the other information and we will not express any form ofassurance conclusion thereon.
In connection with our audit of the standalone financialstatements, our responsibility is to read the other informationidentified above when it becomes available and, in doingso, consider whether such other information is materiallyinconsistent with the financial statements or our knowledgeobtained in the audit or otherwise appears to be materiallymisstated.
Responsibilities of the Management for theStandalone Financial Statements
The Company's Board of Directors is responsible for the mattersstated in section 134(5) of the Act with respect to the preparationof these standalone financial statements that give a true and fairview of the financial position, financial performance includingother comprehensive income, cash flows and changes in equityof the Company in accordance with the accounting principlesgenerally accepted in India, including the Indian AccountingStandards (Ind AS) specified under section 133 of the Act readwith the Companies (Indian Accounting Standards) Rules, 2015,as amended. This responsibility also includes maintenance ofadequate accounting records in accordance with the provisionsof the Act for safeguarding of the assets of the Company andfor preventing and detecting frauds and other irregularities;selection and application of appropriate accounting policies;making judgments and estimates that are reasonable andprudent; and the design, implementation and maintenance
of adequate internal financial controls, that were operatingeffectively for ensuring the accuracy and completeness of theaccounting records, relevant to the preparation and presentationof the standalone financial statements that give a true and fairview and are free from material misstatement, whether due tofraud or error.
In preparing the standalone financial statements, managementis responsible for assessing the Company's ability to continue as agoing concern, disclosing, as applicable, matters related to goingconcern and using the going concern basis of accounting unlessmanagement either intends to liquidate the Company or to ceaseoperations, or has no realistic alternative but to do so.
Those Board of Directors are also 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 about whetherthe standalone financial statements as a whole are free frommaterial misstatement, whether due to fraud or error, and toissue an auditor's report that includes our opinion. Reasonableassurance is a high level of assurance, but is not a guarantee thatan audit conducted in accordance with SAs will always detect amaterial misstatement when it exists. Misstatements can arisefrom fraud or error and are considered material if, individually orin the aggregate, they could reasonably be expected to influencethe economic decisions of users taken on the basis of thesestandalone financial statements.
As part of an audit in accordance with SAs, we exercise professionaljudgment and maintain professional skepticism throughout theaudit. We also:
?? Identify and assess the risks of material misstatement ofthe standalone financial statements, whether due to fraudor error, design and perform audit procedures responsive tothose risks, and obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud ishigher than for one resulting from error, as fraud may involvecollusion, forgery, intentional omissions, misrepresentations,or the override of internal control.
?? Obtain an understanding of internal control relevant to theaudit in order to design audit procedures that are appropriatein the circumstances. Under section 143(3)(i) of the Act, weare also responsible for expressing our opinion on whetherthe Company has adequate internal financial controls withreference to financial statements in place and the operatingeffectiveness of such controls.
?? Evaluate the appropriateness of accounting policies usedand the reasonableness of accounting estimates and relateddisclosures made by management.
?? Conclude on the appropriateness of management's use of thegoing concern basis of accounting and, based on the auditevidence obtained, whether a material uncertainty existsrelated to events or conditions that may cast significant doubton the Company's ability to continue as a going concern. If weconclude that a material uncertainty exists, we are requiredto draw attention in our auditor's report to the relateddisclosures in the financial statements or, if such disclosuresare inadequate, to modify our opinion. Our conclusions arebased on the audit evidence obtained up to the date of ourauditor's report. However, future events or conditions maycause the Company to cease to continue as a going concern.
?? Evaluate the overall presentation, structure and content of thestandalone financial statements, including the disclosures,and whether the standalone financial statements representthe underlying transactions and events in a manner thatachieves fair presentation.
We communicate with those charged with governance regarding,among other matters, the planned scope and timing of theaudit and significant audit findings, including any significantdeficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statementthat we have complied with relevant ethical requirementsregarding independence, and to communicate with them allrelationships and other matters that may reasonably be thoughtto bear on our independence, and where applicable, relatedsafeguards.
From the matters communicated with those charged withgovernance, we determine those matters that were of mostsignificance in the audit of the standalone financial statementsfor the financial year ended March 31, 2025 and are thereforethe key audit matters. We describe these matters in our auditor'sreport unless law or regulation precludes public disclosureabout the matter or when, in extremely rare circumstances, wedetermine that a matter should not be communicated in our
report because the adverse consequences of doing so wouldreasonably be expected to outweigh the public interest benefitsof 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 interms of sub-section (11) of section 143 of the Act, we givein the “Annexure 1” a statement on the matters specified inparagraphs 3 and 4 of the Order.
2. As required by Section 143(3) of the Act, we report to theextent applicable, that:
(a) We have sought and obtained all the information andexplanations which to the best of our knowledge andbelief were necessary for the purposes of our audit;
(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 exceptfor the matters stated in the paragraph (i)(vi) below onreporting under Rule 11(g);
(c) The Balance Sheet, the Statement of Profit and Lossincluding the Statement of Other ComprehensiveIncome, the Cash Flow Statement and Statementof Changes in Equity dealt with by this Report are inagreement with the books of account ;
(d) In our opinion, the aforesaid standalone financialstatements comply with the Accounting Standardsspecified under Section 133 of the Act, read withCompanies (Indian Accounting Standards) Rules, 2015,as amended;
(e) On the basis of the written representations receivedfrom the directors as on March 31, 2025 taken onrecord by the Board of Directors, none of the directors isdisqualified as on March 31, 2025 from being appointedas a director in terms of Section 164 (2) of the Act;
(f) The modification relating to the maintenance ofaccounts and other matters connected therewithare as stated in the paragraph (b) above on reportingunder Section 143(3)(b) and paragraph (i)(vi) below onreporting under Rule 11(g)
(g) With respect to the adequacy of the internal financialcontrols with reference to standalone financialstatements and the operating effectiveness of suchcontrols, refer to our separate Report in “Annexure 2” tothis report;
(h) In our opinion, the managerial remuneration for theyear ended March 31, 2025 has been paid / providedby the Company to its directors in accordance with the
provisions of section 197 read with Schedule V to theAct.
(i) 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 explanationsgiven to us:
i. The Company has disclosed the impact ofpending litigations on its financial position inits standalone financial statements - ReferNote 43 to the standalone financial statements;
ii. The Company did not have any long-termcontracts including derivative contracts forwhich there were any material foreseeablelosses;
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 have been advanced or loanedor invested (either from borrowed fundsor share premium or any other sourcesor kind of funds) by the Company to or inany other persons or entities, includingforeign entities (“Intermediaries”),with the understanding, whetherrecorded in writing or otherwise, thatthe Intermediary shall, whether, directlyor indirectly lend or invest in otherpersons or entities identified in anymanner whatsoever by or on behalf of theCompany (“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, nofunds have been received by the Companyfrom any persons or entities, includingforeign entities (“Funding Parties”), withthe understanding, whether recorded inwriting or otherwise, that the Companyshall, whether, directly or indirectly, lendor invest in other persons or entitiesidentified in any manner whatsoever by oron behalf of the Funding Party (“UltimateBeneficiaries”) or provide any guarantee,
security or the like on behalf of theUltimate Beneficiaries; and
c) Based on such audit procedures performedthat have been considered reasonable andappropriate in the circumstances, nothinghas come to our notice that has causedus to believe that the representationsunder sub-clause (a) and (b) contain anymaterial misstatement.
v. The final dividend paid by the Company duringthe year in respect of the same declared for theprevious year is in accordance with section 123of the Act to the extent it applies to payment ofdividend.
As stated in note 58 to the standalone financialstatements, the Board of Directors of theCompany have proposed final dividend forthe year which is subject to the approval ofthe members at the ensuing Annual GeneralMeeting. The dividend declared is in accordancewith section 123 of the Act to the extent itapplies to declaration of dividend.
vi. Based on our examination which included testchecks, the Company has used accountingsoftware for maintaining its books of accountwhich has a feature of recording audit trail(edit log) facility and the same has operatedthroughout the year for all relevant transactionsrecorded in the software except that, audit trailfeature is not enabled for certain changes made,if any, using privileged/ administrative accessrights, as described in note 67 to the standalonefinancial statements. Further, during the courseof our audit we did not come across any instanceof audit trail feature being tampered with, inrespect of accounting software where the audittrail has been enabled. Additionally, the audittrail of prior year has been preserved by theCompany as per the statutory requirements forrecord retention to the extent it was enabledand recorded in the previous year.
For S R B C & CO LLP
Chartered Accountants
ICAI Firm Registration Number: 324982E/E300003
per Poonam Todarwal
Place of Signature: Mumbai Membership Number: 136454Date: May 28, 2025 UDIN: 25136454BMOJVH7087