We have audited the standalone financial statements ofAeroflex Enterprises Limited (formerly Sat IndustriesLimited "the Company"), which comprise the balancesheet as at 31st March 2026, and the statement of profitand loss, statement of changes in equity and statementof cash flows for the year then ended, and notes to thefinancial statements, including a summary of significantaccounting policies and other explanatory information.
In our opinion and to the best of our information andaccording to the explanations given to us, the aforesaidstandalone financial statements give the informationrequired by the Companies Act, 2013 ("the Act") inthe manner so required and give a true and fair viewin conformity with the Indian Accounting Standardsprescribed under section 133 of the Act read with theCompanies (Indian Accounting Standards) Rules, 2015,as amended, ("Ind AS") and other accounting principlesgenerally accepted in India, of the state of affairs ofthe Company as at 31st March 2026, the profit and totalcomprehensive income, changes in equity and its cashflows for the year ended on that date.
BASIS FOR OPINION
We conducted our audit in accordance with the Standardson Auditing (SAs) specified under section 143(10) ofthe Companies Act, 2013. Our responsibilities underthose Standards are further described in the Auditor'sResponsibilities for the Audit of the Financial Statementssection of our report. We are independent of theCompany in accordance with the Code of Ethics issued bythe Institute of Chartered Accountants of India togetherwith the ethical requirements that are relevant to ouraudit of the financial statements under the provisionsof the Companies Act, 2013 and the Rules thereunder,and we have fulfilled our other ethical responsibilitiesin accordance with these requirements and the Codeof Ethics. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basisfor our opinion.
OTHER INFORMATION
The Company's Board of Directors is responsible for theother information. The other information comprises theinformation included in the Integrated Report, Board'sReport along with its Annexures and Financial Highlightsincluded in the Company's Annual Report but does notinclude the financial statements and our auditor's reportthereon.
Our opinion on the standalone financial statements doesnot cover the other information and we do not expressany form of assurance conclusion thereon.
In connection with our audit of the standalone financialstatements, our responsibility is to read the otherinformation and, in doing so, consider whether the otherinformation is materially inconsistent with the standalonefinancial statements, or our knowledge obtained in theaudit or otherwise appears to be materially misstated.If, based on the work we have performed, we concludethat there is a material misstatement of this otherinformation, we are required to report that fact.
We have nothing to report in this regard.
KEY AUDIT MATTERS
Key audit matters are those matters that, in ourprofessional judgment, were of most significance in ouraudit of the financial statements of the current period.These matters were addressed in the context of our auditof the financial statements as a whole, and in formingour opinion thereon, and we do not provide a separateopinion on these matters.
On the facts and circumstances of the Company and theaudit, we determine that there are no key Audit mattersto communicate.
MANAGEMENT'S RESPONSIBILITY FOR THESTANDALONE FINANCIAL STATEMENTS
The Company's Board of Directors is responsible for thematters stated in section 134(5) of the Companies Act,2013 ("the Act") with respect to the preparation of thesestandalone financial statements that give a true and fairview of the financial position, financial performance,changes in equity and cash flows of the Company inaccordance with the accounting principles generallyaccepted in India, including the accounting Standardsspecified under section 133 of the Act. This responsibilityalso includes maintenance of adequate accountingrecords in accordance with the provisions of the Actfor safeguarding of the assets of the Company and forpreventing and detecting frauds and other irregularities;selection and application of appropriate accountingpolicies; making judgments and estimates that arereasonable and prudent; and design, implementationand maintenance of adequate internal financial controls,that were operating effectively for ensuring the accuracyand completeness of the accounting records, relevantto the preparation and presentation of the financialstatement that give a true and fair view and are free frommaterial misstatement, whether due to fraud or error.
In preparing the financial statements, managementis responsible for assessing the Company's ability tocontinue as a going concern, disclosing, as applicable,matters related to going concern and using the goingconcern basis of accounting unless management eitherintends to liquidate the Company or to cease operations,or has no realistic alternative but to do so.
The Board of Directors is also responsible for overseeingthe Company's financial reporting process.
AUDITOR'S RESPONSIBILITIES FOR THE AUDITOF THE FINANCIAL STATEMENTS
Our objectives are to obtain reasonable assurance aboutwhether the financial statements as a whole are freefrom material misstatement, whether due to fraud orerror, and to issue an auditor's report that includes ouropinion.
Reasonable assurance is a high level of assurance, but isnot a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement whenit exists. Misstatements can arise from fraud or error andare considered material if, individually or in aggregate,they could reasonably be expected to influence theeconomic decisions of users taken on the basis of thesefinancial statements.
As part of an audit in accordance with SAs, we exerciseprofessional judgment and maintain professionalskepticism throughout the audit. We also:
• Identify and assess the risks of materialmisstatement of the financial statements, whetherdue to fraud or error, design and perform auditprocedures responsive to those risks, and obtainaudit evidence that is sufficient and appropriateto provide a basis for our opinion. The risk of notdetecting a material misstatement resulting fromfraud is higher than for one resulting from error,as fraud may involve collusion, forgery, intentionalomissions, misrepresentations, or the override ofinternal control.
• Obtain an understanding of internal control relevantto the audit in order to design audit proceduresthat are appropriate in the circumstances. Undersection 143(3)(i) of the Companies Act, 2013, weare also responsible for expressing our opinionon whether the company has adequate internalfinancial controls system in place and the operatingeffectiveness of such controls.
• Evaluate the appropriateness of accountingpolicies used and the reasonableness of accountingestimates and related disclosures made bymanagement.
• Conclude on the appropriateness of management'suse of the going concern basis of accounting and,based on the audit evidence obtained, whethera material uncertainty exists related to events orconditions that may cast significant doubt on theCompany's ability to continue as a going concern.If we conclude that a material uncertainty exists, weare required to draw attention in our auditor's reportto the related disclosures in the financial statementsor, if such disclosures are inadequate, to modify ouropinion. Our conclusions are based on the auditevidence obtained up to the date of our auditor'sreport. However, future events or conditions maycause the Company to cease to continue as a goingconcern.
• Evaluate the overall presentation, structure andcontent of the financial statements, including thedisclosures, and whether the financial statementsrepresent the underlying transactions and events ina manner that achieves fair presentation.
We communicate with those charged with governanceregarding, among other matters, the planned scopeand timing of the audit and significant audit findings,including any significant deficiencies in internal controlthat we identify during our audit.
We also provide those charged with governance witha statement that we have complied with relevantethical requirements regarding independence, and tocommunicate with them all relationships and othermatters that may reasonably be thought to bear on ourindependence, and where applicable, related safeguards.
From the matters communicated with those chargedwith governance, we determine those matters thatwere of most significance in the audit of the financialstatements of the current period and are thereforethe key audit matters. We describe these matters inour auditor's report unless law or regulation precludespublic disclosure about the matter or when, in extremelyrare circumstances, we determine that a matter shouldnot be communicated in our report because theadverse consequences of doing so would reasonably beexpected to outweigh the public interest benefits of suchcommunication.
REPORT ON OTHER LEGAL AND REGULATORYREQUIREMENTS
1. 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, we givein the "Annexure A" a statement on the mattersspecified in paragraphs 3 and 4 of the Order, to theextent applicable.
2. As required by Section 143(3) of the Act, we report
that:
(a) We have sought and obtained all theinformation and explanations which to the bestof our knowledge and belief were necessary forthe purposes of our audit.
(b) In our opinion, proper books of account asrequired by law have been kept by the Companyso far as it appears from our examination ofthose books.
(c) The Balance Sheet, the Statement of Profit andLoss, and the Cash Flow Statement dealt withby this Report are in agreement with the booksof account.
(d) In our opinion, the aforesaid standalonefinancial statements comply with theAccounting Standards specified under Section133 of the Act, read with Rule 7 of the Companies(Accounts) Rules, 2014.
(e) On the basis of the written representationsreceived from the directors as on 31st March,2026 taken on record by the Board of Directors,none of the directors is disqualified as on 31stMarch, 2026 from being appointed as a directorin terms of Section 164 (2) of the Act.
(f) 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,the remuneration paid by the Company to itsdirectors during the year is in accordance withthe provisions of section 197 of the Act.
(g) With respect to the adequacy of the internalfinancial controls over financial reporting of theCompany and the operating effectiveness ofsuch controls, refer to our separate Report in"Annexure B".
(h) With respect to the other matters to be includedin the Auditor's Report in accordance with Rule11 of the Companies (Audit and Auditors) Rules,2015, in our opinion and to the best of ourinformation and according to the explanationsgiven to us:
(i) The Company does not have any pendinglitigations which would impact its financialposition except disclosed in note 30(a) tothe accounts.
(ii) The Company did not have any long-termcontracts including derivative contracts forwhich there were any material foreseeablelosses.
(iii) There were no amounts which wererequired to be transferred to the InvestorEducation and Protection Fund by theCompany.
(iv) (a) The management has represented
that, to the best of its knowledge andbelief, other than as disclosed in thenotes to the accounts, no funds havebeen advanced or loaned or invested(either from borrowed funds or sharepremium or any other sources or kindof funds) by the company to or in anyother person(s) or entity(ies), includingforeign entities ("Intermediaries"),with the understanding, whetherrecorded in writing or otherwise,that the Intermediary shall, whether,directly or indirectly lend or invest inother persons or entities identifiedin any manner whatsoever by or onbehalf of the company ("UltimateBeneficiaries") or provide anyguarantee, security or the like onbehalf of the Ultimate Beneficiaries;
(b) The management has representedthat, to the best of its knowledgeand belief, other than as disclosed inthe notes to the accounts, no fundshave been received by the companyfrom any person(s) or entity(ies),including foreign entities ("FundingParties"), with the understanding,whether recorded in writing orotherwise, that the company shall,whether, directly or indirectly, lendor invest in other persons or entitiesidentified in any manner whatsoeverby or on behalf of the Funding Party("Ultimate Beneficiaries") or provideany guarantee, security or the like onbehalf of the Ultimate Beneficiaries;and
(c) Based on such audit proceduresthat the auditor has consideredreasonable and appropriate in thecircumstances, nothing has come totheir notice that has caused themto believe that the representationsunder sub-clause (i) and (ii) containany material misstatement.
(v) The dividend declared and/or paid during the year by the Company is in compliance with Section 123 ofthe Act.
(vi) Based on our examination which included test checks, the Company has used an accounting softwarefor maintaining its books of account which has a feature of recording audit trail (edit log) facility and thesame has operated throughout the year for all relevant transactions recorded in the software. Further,during the course of our audit we did not come across any instance of audit trail feature being tamperedwith. Additionally, the audit trail has been preserved by the company as per the statutory requirementsfor record retention.
For AJAY PALIWAL & Co.
Chartered Accountants
Firm's Registration No. 12345C
Ajay Paliwal
Proprietor
M. No. 403290
UDIN: 26403290PZMHYN6099
Place of signature: Mumbai
Dated: May 13, 2026