SATCHMO HOLDINGS LIMITED Report on the Audit of the Standalone Financial Statements Opinion
We have audited the accompanying Standalone Financial Statements of SATCHMO HOLDINGS LIMITED (formerly NEL Holdings South Limited) ("the Company") which comprise the Balance Sheet as at March 31, 2026, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year ended on that date, and 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 financial statements give the information required by the Companies Act ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards ("Ind AS") prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2026, and its profit and other comprehensive income, changes in equity and its cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor's Responsibilities for the Audit of the Standalone 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 (lCAI) together with the independence requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAl's Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.
Emphasis of Matter
We draw attention to the facts mentioned below:
a. Final settlement is pending for Long Island Project where the Company has been rendering maintenance service due to which there is a Disputed Liability of Rs. 1928 lakhs. Revenue has not been recognised since last year on account of the said services provided to the customer. (Refer Note 17 (ii) of the standalone financial statements)
b. 'No Dues Certificate' (NDC) from HDFC Ltd. has not been obtained for a settlement of Rs. 1554 lakhs paid by the Company. The Management has assured that the NDC will be obtained within a short period of time as the matter stands settled. The Management has also asserted that there is no amount payable by the Company in the books of HDFC Ltd. (Refer Note 14(i) of the standalone financial statements)
c. Confirmation of balances as on reporting date in respect of trade receivables, trade payables, vendor advances, advances from customers and other advances have not been provided for our verification. We observe during the course of sample checking that trade payable and advances given amounting Rs. 364 lakhs and 1426 lakhs respectively remains unconfirmed as on reporting date.
d. The Company has not renewed the registration of project "Rio" under the provisions or the Real Estate (Regulation and Development) Act 2016 since 31st March 2019, resulting in non-compliance under the relevant rules and regulations of the Real Estate (Regulation and Development) Act 2016.
e. The Company is yet to clear its old outstanding dues relating to VAT amounting Rs 1259 lakhs.
f. The Managing Director duly appointed by members have intimated the Board in the current year that he would be foregoing his
remuneration from his date of appointment in order to comply with the provisions of section 197(1) of the Act, since lender's approval prior to such appointment was not obtained. Accordingly, no managerial remuneration has been accounted for in the books of account in respect of the Managing Director. The board has noted the "Letter of Undertaking" received from the Managing Director for non-acceptance of salary and other remuneration.
Our opinion is not modified in respect of the above.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon; we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.
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Key audit matters
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Principal audit procedures
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One time settlement (OTS) and partial discharge of Loan to Banks
The Company is presently passing through a transitional phase as it is progressing and gradually turning around from the state of consistent losses over the past number of years resulting in negative net worth and negative working capital casting significant doubt on the Company's ability to continue as a going concern to an improved position where dues to Banks have been partly settled through one time settlement and that Bank / Assignee has acknowledged full discharge of all dues unconditionally.
We have observed that these settlement of long outstandings were possible through entering into Agreement of transfer with Buyers of certain projects like Plaza.
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Audit procedures adopted:
The Management has informed the auditors about the procedures undertaken by the Company in an attempt to recover from the procedural and financial crunch hitherto persisting which is well reflected in the financial statements having net worth turning into positive and the business turning to a positive direction during the year.
Regarding the matter relating to HDFC Ltd., the Company has informed that it has initiated the discussion with the lender in line with intimations to the Company in the OTS letter dated 06.06.2023, though the lender is yet to issue No Dues Certificate.
We have verified the OTS letter dated 4 August, 2025 along with books of account. Further the No Dues Certificate dated 30th December, 2025 from JCF ARC were checked and recorded as audit evidence by us thereby closing the JCF ARC portion.
We have verified agreements in respect of sale of projects like Plaza with reference to books of account and bank statements.
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Dismissal of NCLT matter
The Company had earlier, on July 22, 2024, intimated the Exchange regarding the filing of an application for initiation of Corporate Insolvency Resolution Process (CIRP) under Section 7 of the Insolvency and Bankruptcy Code, 2016 ("IBC") filed by JCF Asset Reconstruction Company (ARC) against the Company.
The Company had confirmed dated October 18, 2025 the full payment of the OTS amount of Rs. 70 crores within the agreed timeline, pursuant to which the ARC has discharged the underlying mortgage and returned the original title documents through the Security Trustee, Vistra ITCL (India) Limited.
On November 6, 2025, the Company intimated the Exchange regarding revocation of the in-principle One-Time Settlement (OTS) dated August 4, 2025, originally granted by the ARC to the Company and its two Wholly Owned Subsidiaries.
The Company disputed the revocation of the OTS and took appropriate legal recourse.
Insolvency proceedings initiated by JCF ARC against the Company under Section 7 of the Insolvency and Bankruptcy Code, 2016, were subsequently heard by the National Company law Tribunal, Bengaluru Bench. Upon hearing the matter, the NCLT, Bengaluru Bench passed an order disposing of the said insolvency proceedings and with this the application filed for initiation of CIRP under Section 7 of IBC was dismissed.
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Audit procedures adopted:
The Management had shared with the auditors the status of CIRP filed by JCF ARC against the Company.
They have provided the Joint Memorandum for Settlement of the Petition dated September 4, 2025 filed with the NCLT, which stipulated the payment of Rs. 70 crore by September 30, 2025, as a condition for disposing of the case.
We were intimated that the NCLT, Bengaluru Bench, passed an order on November 20, 2025, dismissing the application for initiation of CIRP. The same was duly verified by us from the NCLT portal.
The Management have provided us the registered Discharge Deed executed by Vistra ITCL (The security trustee held the original title deeds for the properties mortgaged by Satchmo Holdings and its subsidiaries as security for the debt facilities) on October 16, 2025. This confirms that the security interest over the mortgaged properties has been formally extinguished.
The Company has accordingly intimated the Exchange on 20.11.2025 in compliance with the disclosure obligations under Regulation 30 of the Listing Regulations about the Disposal of IBC Application.
We have noted the intimation filed with the Exchange on 30.12.2025 by the Company of in-principle full and final one time settlement of its outstanding debt facilities from JCF ARC.
We have also verified the No Dues Letter issued by JCF ARC on 30.12.2025 towards full and final settlement of outstanding settlement amount of Rs. 70 crores. Additionally, the letter towards release of share certificates issued by YES Bank dated 30.12.2025 were verified.
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Statutory Liabilities were settled including Income-tax and GST
As per the records of the Company and information and explanations provided to us, the Company had earlier been irregular in depositing the undisputed statutory dues, including provident fund, income-tax, value-added tax, Goods and Services tax, cess, etc. Presently the Company is regular in depositing undisputed statutory dues as, in addition to the payment of GST RCM amounting Rs.53.75 lakhs (GST RCM paid in April 2026 is Rs.0.12 lakhs), the Company had deposited Rs.101.10 lakhs to the Income Tax Department against the tax deducted from vendors (TDS) pertaining to earlier years and Rs 72.03 lakhs for current year aggregating Rs.173.13 lakhs. Provident Fund dues as on the reporting date is Rs 1.63 lakhs against which Rs.1.63 lakhs was paid in April 2026.
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Audit procedures adopted:
The Management has provided to the auditors the details of statutory payments discharged during the year.
We have verified the status of statutory dues such as TDS, GST, PF, ESI, Professional Tax, Labour Welfare Fund, NPS, VPF and VAT with reference to challans/online receipts, returns filed and books of account on a test-check basis. No material discrepancies were observed. However, there is an outstanding VAT liability to the tune of Rs. 1259 lakhs as on 31st March 2026.
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Responsibilities of the Management and those Charged with Governance for the Standalone Financial Statements
These standalone financial results have been prepared on the basis of the standalone financial statements. The Company's Board of Directors is responsible for the preparation of these financial results that give a true and fair view of the net profit for the year ended 31st March, 2026 and other comprehensive income and other financial information of the Company in accordance with the recognition and measurement principles laid down in Indian Accounting Standards prescribed under Section 133 of the Act read with relevant Rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone Financial Results that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the standalone financial results, the Board of Directors is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Board of Directors are 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 results as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably 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 the audit. We also:
• Identify and assess the risks of material misstatement of the standalone financial results, 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 our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors.
• Conclude on the appropriateness of Board's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability 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 statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report.
• Evaluate the overall presentation, structure and content of the standalone financial results, including the disclosures, and whether the standalone financial results 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 and significant 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 regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
Other Matters
• The Company has stepped back / separated from certain projects under development and had transferred those projects to other developers/ landowners through the Memorandum of Understanding (MOU) or Business Transfer Agreement (BTA). The Company is in the process of withdrawing/exiting from the existing projects as the Company is shifting its focus to other areas and have accordingly altered the Objects Clause in its Memorandum of Association.
• The Company will primarily act as an Investment and Holding Company in future.
• After clearance of JCF ARC loans - both the existing real estate companies viz., Northroof Ventures Private Limited and Marathalli Ventures Private Limited were transferred and the share purchase agreements signed. Documents pertaining to the share transfer details of Northroof equity shares evidencing Northroof's cessation as a subsidiary of the Company has been filed by the Company. The Management has informed about cessation of Northroof as a subsidiary of the Company effective 1st January, 2026. (Refer Note 6(iii) of the standalone financial statements)
• The Company has informed the Stock Exchange (BSE) on January 10 and 16, 2026 under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding divestment of wholly owned subsidiary Marathalli Ventures Pvt. Ltd. (MVPL) by sale of 90% holdings of the Company to the new investor and has further divested its balance 10% holdings also in MVPL as per the terms agreed by the Board of Directors of the Company and accordingly 100% of shares of MVPL stands divested, in its absolute discretion. The shareholders of the Company are informed that the sale of shares held with the Company to the new investor in MVPL is as per the terms of the Share Purchase Agreement entered into with MVPL. Further, in accordance with the terms of this Share Purchase Agreement, during the transition period, the Company shall provide handholding support and shall bear sole responsibility for the satisfaction and performance of the conditions precedent and conditions subsequent, including certain pending litigations and the implementation of related resolutions, for the next few months. (Refer Note 6(iii) of the standalone financial statements)
• A wholly owned subsidiary company - Satchmo Foods Private Limited was incorporated on 28th January 2025.
• A new wholly owned subsidiary company - Satchmo Services Private Limited was incorporated on 21 January 2026. This company will be primarily doing business in facilities management and allied services and promote the new business of all types of facility management services including but not limited to business support services, combined facilities support services.
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 of sub-section (11) of section 143 of the Companies Act, 2013, we give in the "Annexure - A", a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
2. 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 our knowledge 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 Company so far as it appears from our examination of those books.
c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Statement of Changes in Equity and Statement of Cash Flows dealt with by this Report are in agreement with the books of account.
d) The aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with relevant rules issued thereunder.
e) On the basis of the written representations received from the directors as on March 31, 2026 taken on record by the Board of Directors, none of the director is disqualified as on March 31, 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 of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure -B. Our report expresses a qualified opinion on the adequacy and operating effectiveness of the Company's internal financial controls over financial reporting for the reasons stated therein.
g) In terms of the provisions of section 197(16) of the Companies Act, 2013 and according to the information, representation and explanation given to us by the management, no managerial remuneration has been paid/provided during the year apart from remuneration paid to one executive director in his operational capacity working also as Chief Financial Officer of the Company.
h) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Amendment Rules, 2021, as amended, in our opinion and to 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 financial position in its standalone financial statements. (Refer Note 34 of the standalone financial statements).
ii. According to the information and explanation given by the management, the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
iv. (a) The management has represented that, to the best of its knowledge and belief, other than as disclosed in the notes to the accounts, 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 to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons 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, other than as disclosed in the notes to the accounts, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and
(c) Based on the audit procedures we have considered reasonable and appropriate in the circumstances; 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. No dividend is declared or paid by the Company during the year and hence, compliance with section 123 of the Companies Act, 2013 is not applicable to the Company.
vi. Based on our examination which included test checks, the Company has changed the accounting software ( from SAP to Tally Prime Gold ) from 1st April 2024 for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same 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 tampered with.
Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable to the Company with effect from April 1, 2023, and reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirement for record retention is in place (both for the previous and existing Accounting Software) for the financial year ended March 31, 2026.
For KAMG & ASSOCIATES
Chartered Accountants (Firm's Registration No. 311027E)
(Amitabha Niyogi) Partner Membership No. 056720
UDIN: 26056720CVBOTE8031
Place:Bengaluru
Date:28.04.2026
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