We have audited the standalone financial statements of Satiate Agri Limited (“the Company”),which comprise the Balance Sheet as at 31 st March 2026, and the statement of Profit and Loss(including other comprehensive income), Statement of Changes in Equity and statement of CashFlows for the year then ended, and notes to the financial statements, including a summary ofmaterial accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, theaforesaid Standalone financial statements give the information required by the Act in the manner sorequired and give a true and fair view in conformity with accounting principles generally acceptedin India, of the state of affairs of the company as at 31st March, 2026, and its profit, totalcomprehensive income, the changes in equity and its cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified undersection 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are furtherdescribed in the Auditor’s Responsibilities for the Audit of the Financial Statements section of ourreport. We are independent of the Company in accordance with the Code of Ethics issued by theInstitute of Chartered Accountants of India together with the ethical requirements that are relevantto our audit of the financial statements under the provisions of the Companies Act, 2013 and theRules thereunder, and we have fulfilled our other ethical responsibilities in accordance with theserequirements and the Code of Ethics. We believe that the audit evidence we have obtained issufficient and appropriate to provide a basis for our opinion.
Emphasis of Matter
We draw attention to Note 24 to the accompanying financial statements, which describes that theCompany has recognized a loss of Rs. 392.72 lakhs during the year by writing off the openinginventory, after management concluded that the said inventory was not physically available uponverification. The said inventory had been acquired in earlier years out of borrowings obtained fromColama Commercial Limited.
Further states that Colama Commercial Limited has initiated proceedings under Section 7 of theInsolvency and Bankruptcy Code, 2016 before the National Company Law Tribunal (NCLT),Indore Bench, against the Company in December 2025. The outcome of these proceedings andany consequential financial impact, if any, cannot presently be determined.
Further states that secured Creditor Excellence Finance Pvt. Ltd. has initiated proceedings underSection 7 of the Insolvency and Bankruptcy Code, 2016 before the National Company LawTribunal (NCLT), Indore Bench, against the Company on 29.05.2026. The outcome of theseproceedings and any consequential financial impact, if any, cannot presently be determined.
Further states that M/s Poonam Impex , Operational Creditor has initiated proceedings underSection 9 of the Insolvency and Bankruptcy Code, 2016 before the National Company LawTribunal (NCLT), Indore Bench, against the Company on 24.04.2025. The outcome of theseproceedings and any consequential financial impact, if any, cannot presently be determined.
Our opinion is not modified in respect of this matter.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance inour audit of the financial statements of the current period. These matters wereaddressed in the context of our audit of the financial statements as a whole, and in forming ouropinion thereon, and we do not provide a separate opinion on these matters.
Auditor’s Response
Existence and Valuation of Inventory
As at the beginning of the financial year,
Our audit procedures included, among others:
the Company had opening inventory
• Obtaining an understanding of the circumstances
amounting to Rs. 392.72 lakhs. During
leading to the non-availability of the inventory and the
the first quarter, the management
management's assessment thereof.
determined that the physical inventory
• Evaluating the accounting treatment adopted by the
was not available and, consequently,
Company for the write-off of the inventory with
recognized the entire carrying amount of
reference to the applicable requirements of Ind AS 2 -
such inventory as a loss in the Statement
Inventories and other relevant accounting standards.
of Profit and Loss. This resulted in a
• Examining management's supporting documentation,
significant loss being recognized during
and other relevant evidence supporting the write-off.
the current financial year.
• Assessing whether the loss has been appropriatelyrecognized and adequately disclosed in the financial
This matter was considered to be of
statements.
most significance in our audit due to the
Examine the loan agreement with colama commercial
materiality of the amount involved, the
Ltd. Charge created before ROC and it was explained
impact on the financial statements, and
to us that the this agreement and inventory transaction
the significant management judgment
were executed by erstwhile directors and same is
involved in determining that the
disputed. Fund of that loan were used for purchases of
inventory no longer existed and shouldbe written off.
UNSECURED LOAN
Company has obtained unsecured
such inventory.
loan from colama commercial Ltd.
The loan agreement executed between the Company
And showing as opening balance asunsecured loans of Rs. 405 lakhs
and the lender specifies that the borrowing isunsecured. However, a charge has been registeredwith the Registrar of Companies (ROC) in respect ofthe same borrowing. This appears to be inconsistentwith the terms of the loan agreement. Managementshould investigate the circumstances under which thecharge was created, obtain appropriate legal advice,
and take necessary steps to rectify the ROC records, if
the registration is found to be erroneous. The
Company should also assess whether there were any
deficiencies in internal controls or governance relating
to the creation and registration of charges.
Basis for Disclaimer of Opinion
As disclosed in Note 24 to the standalone financial statements, the Company had openinginventory amounting to Rs. 392.72 lakhs as at 1 April 2025. During the year, the managementdetermined that the said inventory was not physically available and, accordingly, recognized theentire carrying amount as a loss in the Statement of Profit and Loss.
The aforesaid inventory was acquired during earlier years under the erstwhile management and wasfinanced through borrowings obtained from Colama Commercial Limited. We were informed thatColama Commercial Limited has initiated proceedings under Section 7 of the Insolvency andBankruptcy Code, 2016 before the National Company Law Tribunal, Indore Bench. The mattersrelating to the acquisition of the inventory, the related borrowings, and the pending legalproceedings remain under dispute.
We were unable to obtain sufficient appropriate audit evidence regarding:
• the existence and condition of the opening inventory amounting to Rs. 392.72 lakhs;
• the circumstances leading to the non-availability of such inventory;
• the appropriateness and completeness of the write-off recognized during the year;
• the possible financial implications arising from the pending legal proceedings and relatedclaims, if any; and
• the consequential impact of the above matters on the accompanying standalone financialstatements, including the Statement of Profit and Loss, Balance Sheet, Statement ofChanges in Equity, Statement of Cash Flows, and the related disclosures.
Accordingly, we were unable to determine whether any adjustments might have been necessary inrespect of the amounts reported in the accompanying standalone financial statements.
Information Other than the Financial Statements and Auditor’s Report Thereon
The Company’s Board of Directors is responsible for the preparation of the other information. Theother information comprises the information included in the Annual Report but does not include thestandalone and consolidated financial statements and our auditor’s report thereon.
Our opinion on the standalone financial statements does not cover the other information and we donot express any form of assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read theother information and, in doing so, consider whether the other information is materially inconsistentwith the standalone financial statements or our knowledge obtained during the course of our auditor otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of thisother information, we are required to report that fact. We have nothing to report in this regard.
Management’s Responsibility for the Standalone Financial Statements
The Company’s Board of Directors is responsible for the matters stated in section 134(5) of theCompanies Act, 2013 (“the Act”) with respect to the preparation of these standalone financialstatements that give a true and fair view of the financial position, financial performance, changes inequity and cash flows of the Company in accordance with the accounting principles generallyaccepted in India, including the accounting Standards specified under section 133 of the Act. Thisresponsibility also includes maintenance of adequate accounting records in accordance with theprovisions of the Act for safeguarding of the assets of the Company and for preventing anddetecting frauds and other irregularities; selection and application of appropriate implementationand maintenance of accounting policies; making judgments and estimates that are reasonable andprudent; and design, implementation and maintenance of adequate internal financial controls, thatwere operating effectively for ensuring the accuracy and completeness of the accounting records,relevant to the preparation and presentation of the financial statement that give a true and fair viewand are free from material misstatement, whether due to fraud or error.
In preparing the Ind AS financial statements, management is responsible for assessing theCompany’s ability to continue as a going concern, disclosing, as applicable, matters related to goingconcern and using the going concern basis of accounting unless management either intends toliquidate 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 reportingprocess.
Auditor’s Responsibilities for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a wholeare free from material misstatement, whether due to fraud or error, and to issue an auditor’s reportthat includes our opinion. Reasonable assurance is a high level of assurance, but is not a guaranteethat an audit conducted in accordance with SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and are considered material if, individually or inthe aggregate, they could reasonably be expected to influence the economic decisions of users takenon the basis of these financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintainprofessional skepticism throughout the audit. We also:
a. 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 ouropinion. The risk of not detecting a material misstatement resulting from fraud is higherthan for one resulting from error, as fraud may involve collusion, forgery, intentionalomissions, misrepresentations, or the override of internal control.
b. Obtain an understanding of internal controls relevant to the audit in order to design auditprocedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, weare also responsible for expressing our opinion on whether the Company has adequateinternal financial controls with reference to financial statement in place and the operatingeffectiveness of such controls. In our opinion looking to the non availability of openinginventory there is weak or no proper internal control in the company.
c. Evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting estimates and related disclosures made by management.
d. Conclude on the appropriateness of management’s use of the going concern basis ofaccounting and, based on the audit evidence obtained, whether a material uncertainty existsrelated to events or conditions that may cast significant doubt on the Company’s ability tocontinue as a going concern. If we conclude that a material uncertainty exists, we arerequired to draw attention in our auditor’s report to the related disclosures in the standalonefinancial statements or, if such disclosures are inadequate, to modify our opinion. Ourconclusions 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 agoing concern.
e. Evaluate the overall presentation, structure and content of the standalone financialstatements, including the disclosures, and whether the standalone financial statementsrepresent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the plannedscope and timing of the audit and significant audit findings, including any significant deficiencies ininternal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied withrelevant ethical requirements regarding independence, and to communicate with them allrelationships and other matters that may reasonably be thought to bear on our independence, andwhere applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those mattersthat were of most significance in the audit of the standalone financial statements of the currentperiod and are therefore the key audit matters. We describe these matters in our auditor’s reportunless law or regulation precludes public disclosure about the matter or when, in extremely rarecircumstances, we determine that a matter should not be communicated in our report because theadverse consequences of doing so would reasonably be expected to outweigh the public interestbenefits of such communication.
Other Matter
The comparative financial information of the Company for the year ended 31st March 2026 arebased on the financial statements audited by the predecessor auditor whose report for the year ended31st March, 2025 dated 30.05.2026 expressed an unmodified opinion on those financial statements.Further previous year original audit report is not available for our verification and record.Management has provided the previous year audit report to us which is same as contained in annualreport on BSE portal.
Our opinion on the financial statements above is not modified in respect of these matters.
Report on Other Legal and Regulatory Requirements
As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the CentralGovernment of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, wegive in the Annexure A, a statement on the matters specified in paragraphs 3 and 4 of the Order, tothe extent applicable.
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 ourknowledge 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 Companyso far as it appears from our examination of those books except for the matters stated in theparagraph g(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules,20
c. The Balance Sheet, the Statement of Profit and Loss (including Other ComprehensiveIncome), Statement of Changes in Equity and the Statement of Cash Flow dealt with by thisReport are in agreement with the books of account.
d. In our opinion, the aforesaid standalone financial statements comply with the AccountingStandards specified under Section 133 of the Act, read with Companies (Indian AccountingStandards) Rules 2015 as amended.
e. On the basis of the written representations received from the directors as on 31st March,2026 taken on record by the Board of Directors, none of the directors is disqualified as on31st March, 2026 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 over financial reporting ofthe Company and the operating effectiveness of such controls, refer to our separate Reportin “Annexure B”.
g. With respect to the other matters to be included in the Auditor’s Report in accordance withRule 11 of the Companies (Audit and Auditors) Rules, 2014 as amended, in our opinion andto 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 financialposition in its financial statements - Refer Note 27 to the financial statements;
ii. The Company did not have any long term contract including derivative contract forwhich there were any material foreseeable losses.
iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.
iv. (1) The management has represented that, to the best of its knowledge and belief, nofunds have been advanced or loaned or invested (either from borrowed funds orshare premium or any other sources or kind of funds) by the Company to or in anyother persons or entities, including foreign entities (“Intermediaries”), with theunderstanding, whether recorded in writing or otherwise, that the Intermediary shall:
• directly or indirectly lend or invest in other persons or entities identified in anymanner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Company or
• provide any guarantee, security or the like to or on behalf of the UltimateBeneficiaries.
(2) The management has represented, that, to the best of its knowledge and belief, nofunds have been received by the Company from any persons or entities, includingforeign entities (“Funding Parties”), with the understanding, whether recorded inwriting or otherwise, that the Company shall:
• directly or indirectly, lend or invest in other persons or entities identified in anymanner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Funding Partyor
• provide any guarantee, security or the like from or on behalf of the UltimateBeneficiaries; and
(3) Based on such audit procedures as considered reasonable and appropriate in thecircumstances, nothing has come to our notice that has caused us to believe that therepresentations under sub clause (iv) (1) and (iv) (2) contain any material mis¬statement.
v. The company has not declared or paid dividend during the year hence provision ofSection 123 of the Act not applicable.
vi. Based on our examination which included test checks, the company has used anaccounting software for maintaining its books of account which has a feature ofrecording audit trail (edit log) facility and the same has operated throughout the yearfor all relevant transactions recorded in the software except that register for propertyplant and equipment maintained in software which has no audit trail feature . Further,during the course of our audit we did not come across any instance of audit trailfeature being tampered with.
Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintainingbooks of account using accounting software which has a feature of recording audittrail (edit log) facility is applicable to the Company with effect from April 1, 2023and. as per information and explanation given to us the audit trail of previous yearhas been preserved by the company as per the statutory requirements for recordretention.
h. With respect to the matter to be included in the Auditors’ Report under Section197(16) of the Act, In our opinion and according to the information and explanationsgiven to us, the remuneration paid by the Company to its directors during the currentyear is in accordance with the provisions of Section 197 read with schedule V of theAct.
For S. N. Gadiya & CompanyChartered Accountants(Firm Reg. No. 002052C)
CA Satiya Narayan GadiyaProprietor
Date: 30.05.2026 M. No. 071229
Place: Indore
UDIN: 26071229JQAAPP7726