We have audited the accompanying standalone financial statements of Unisem Agritech
Limited ("the Company"), which comprise the Balance Sheet as at 31 March 2026, the
Statement of Profit and Loss and the Statement of Cash Flows 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, except for the matters stated in basis for Qualified Opinion the aforesaid standalone
financial statements give the information required by the Companies Act, 2013 ("the Act") in
the manner so required and give a true and fair view in conformity with the Accounting
Standards prescribed under section 133 of the Act read with the Companies (Accounting
Standards) Rules, 2021, as amended, and other accounting principles generally accepted in
India, of the state of affairs of the Company as at 31 March 2026, and its profit and its cash
flows for the year ended on that date.
Basis for Qualified Opinion
We conducted our audit in accordance with the Standards on Auditing specified under section
143(10) of the Act. 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 ethical requirements that are
relevant to our audit of the standalone financial statements in India, and we have fulfilled our
other ethical responsibilities in accordance with these requirements and the Code of Ethics
issued by the Institute of Chartered Accountants of India.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.
Interest on MSME liabilities and its disclosure requirements:
a) We draw attention towards the non-provision of interest payable to MSME creditors as per
Section 16 of Micro Small and Medium Enterprises Development Act 2006 and the impact on
financial statements cannot be reported due to lack of information.
b) We draw attention to the disclosure requirements as per Schedule III of Companies Act,
2013 read with Section 22 of the Micro, Small and Medium Enterprise Development Act, 2006
in the Financial Statements.
Emphasis of Matter
1. In reference to Annexure V (note H) Accounts of Trade Receivables, payables, loans
and advances (including advances given to growers and deposits given) are subject to
confirmation and reconciliations.
2. In reference to Annexure V (note I) corresponding figures for the previous year have
been regrouped/rearranged, wherever necessary to confirm to current year
classification
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, and we do not provide a separate opinion on
these matters. For listed entities, communication of key audit matters is required under SA
701.
1. Existence and valuation of inventories
Why the matter was considered to be one of most significance in our audit
The Company operates in a seasonal seed business, resulting in significant inventory levels at
the year end. Further, the nature of the business also involves substantial customer returns in
certain product categories and periods, and inventory remains piled up at the year-end in view
of seasonal business patterns. Inventory valuation therefore involves judgment in relation to
existence, condition, ageing, slow-moving stock, returned goods, quality deterioration and net
realisable value. Further, physical verification of inventory by us could not be carried out on
31 March 2026, and verification was performed by us on a subsequent date with reference to
intervening inventory movements on sample basis. Accordingly, existence and valuation of
inventories is considered to be a key audit matter.
How the matter was addressed in the audit
Our audit procedures included, among others, evaluating the design and implementation of
controls over inventory records and movements; reviewing the management's physical
verification procedures; performing physical verification of selected inventories on a
subsequent date; carrying out roll-back / roll-forward procedures for material mcjyeflretjts
/AV M A
between the year end and the date of our physical verification; testing purchase, production,
sales and return transactions affecting inventory quantities; examining inventory ageing and
subsequent sales; and evaluating the adequacy of provisions, if any, for slow-moving,
obsolete, damaged and returned stock.
2. Revenue recognition and period-end cut-off for sales and purchases
Why the matter was considered to be one of most significance in our audit
The Company's business involves dispatch-based sales, seasonal purchases, customer returns
and inventory movements near the reporting date. Determining the appropriate period for
recognition of sales and purchases requires evaluation of dispatch terms, receipt of goods,
transfer of control / risks and rewards, customer returns and related supporting
documentation.
Considering the volume of transactions around the year-end and the impact of cut-off on
revenue, purchases, inventory, trade receivables and trade payables, this matter required
significant audit attention and was considered to be a key audit matter.
How the matter was addressed in the audit
Our procedures included, among others, testing transactions recorded before and after the
year end on a sample basis with reference to supporting documents such as dispatch
documents, invoices, agreements, goods receipt records and return documents; examining
customer returns; evaluating management's basis for recognition of sales and purchases
around year end; performing additional substantive procedures in respect of selected
transactions close to the reporting date; and assessing whether any resulting misstatements,
individually or in aggregate, were material to the standalone financial statements.
3. Recoverability of trade receivables
Why the matter was considered to be one of most significance in our audit
As at the balance sheet date, trade receivables constituted approximately 30% of the annual
turnover of the Company. In the seed business, the level of receivables can be significant due
to the nature of distribution channels, seasonal sales cycles and credit terms extended to
customers. Assessment of recoverability requires judgment regarding ageing, customer-wise
exposure, past collection trends, subsequent realisations and the need for impairment
provision. Accordingly, recoverability of trade receivables was considered to be a key audit
matter.
How the matter was addressed in the audit
Our procedures included reviewing the ageing of receivables; testing subsequent collections;
obtaining external confirmations on a sample basis where considered necessary; evaluating
long-outstanding balances and customer-specific exposures; considering historical recovery
trends; and assessing the adequacy of provisions and related disclosures in the standalone
financial statements.
4. Initial Public Offer and utilisation of proceeds
Why the matter was considered to be one of most significance in our audit
During the year, the Company raised funds through an Initial Public Offer. The proceeds were
intended to be utilised towards working capital requirements, repayment of borrowings and
General Corporate expenses. Considering the significance of the transaction, the accounting
and presentation thereof, and the need to evaluate utilisation of the proceeds for the stated
purposes, this matter was considered to be a key audit matter.
How the matter was addressed in the audit
Our audit procedures included reviewing the offer documents, Board and shareholder
approvals, examining the accounting for share capital, securities premium and issue expenses,
tracing receipt of proceeds through bank statements, and testing utilisation of the proceeds
towards the stated objects, including working capital requirements, repayment of borrowings
and General Corporate expenses, on a sample basis.
5. Purchase from related party
Why the matter was considered to be one of most significance in our audit
During the year, the Company purchased goods amounting to Rs 20.74 crores from Unison
Agri Services, representing approximately 40% of total purchases. The transaction is
significant due to its magnitude, related-party nature and potential impact on cost of
materials, inventory valuation, margins and related party disclosures.
We identified this as a key audit matter considering the significance of the transaction and the
audit effort involved in evaluating the approval process, arm's-length nature, occurrence,
completeness, cut-off and disclosure of such transactions.
How the matter was addressed in the audit
Our audit procedures included, among others, obtaining an understanding of the nature of
the relationship and transaction, verifying approval of the Audit Committee / Board /
shareholders, where applicable, testing purchase invoices and supporting documents on a
sample basis, comparing pricing and terms with available market / third-party evidence,
reviewing goods receipt and inventory records, testing year-end cut-off, verifying outstanding
balances and evaluating the adequacy of related party disclosures in the financial statements.
Other Information
The Company's Board of Directors is responsible for the other information. The other
information comprises the information included in the Company's annual report, but does not
include the standalone financial statements and our auditor's report thereon.
Our opinion on the standalone financial statements does not cover the other information and
we do not express any form of assurance conclusion thereon. ___
In connection with our audit of the standalone financial statements, our responsibility is to
read the other information and, in doing so, consider whether such other information is
materially inconsistent with the standalone financial statements or our knowledge obtained
during the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement
of this other information, we are required to report that fact. We have nothing to report in
this regard.
Responsibilities of Management and Those Charged with Governance for the Standalone
Financial 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 of these standalone financial statements that give a
true and fair view of the financial position, financial performance and cash flows of the
Company in accordance with the Accounting Standards prescribed under section 133 of the
Act read with the Companies (Accounting Standards) Rules, 2021, as amended, and other
accounting principles generally accepted in India.
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 statements 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 a going concern, disclosing, as applicable, matters related
to going concern, and using the going concern basis of accounting unless management either
intends to liquidate the Company or to cease operations, or has no realistic alternative but to
do so.
Those charged with governance 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
statements 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 Standards on
Auditing will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in
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 Standards on Auditing, we exercise professional
judgment and maintain professional scepticism throughout the audit. We also:
• 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 our opinion;
• obtain an understanding of internal control relevant to the audit in order to design
audit procedures that are appropriate in the circumstances;
• evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by management;
• conclude on the appropriateness of management'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;
• evaluate the overall presentation, structure and content of the standalone financial
statements, including the disclosures, and whether the standalone financial
statements represent the underlying transactions and events in a manner that
achieves fair presentation; and
• 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 communicate with them all
relationships and other matters that may reasonably be thought to bear on our independence,
and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those
matters that were of most significance in the audit of the standalone financial statements of
the current period and are therefore the key audit matters.
Report on Other Legal and Regulatory Requirements
1. CARO 2020
As required by the Companies (Auditor's Report) Order, 2020, issued by the Central
Government in terms of section 143(11) of the Act, we give in Annexure A a statement on the
matters specified in paragraphs 3 and 4 of the said Order.
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.
d. The Balance Sheet, the Statement of Profit and Loss and the Statement of Cash Flows dealt
with by this Report are in agreement with the books of account.
e. In our opinion, the aforesaid standalone financial statements comply with the Accounting
Standards prescribed under section 133 of the Act read with the Companies (Accounting
Standards) Rules, 2021, as amended.
f. On the basis of the written representations received from the directors as on 31 March 2026
and taken on record by the Board of Directors, none of the directors is disqualified as on 31
March 2026 from being appointed as a director in terms of section 164(2) of the Act.
g. With respect to the adequacy of the internal financial controls with reference to standalone
financial statements of the Company and the operating effectiveness of such controls, refer to
our separate Report in Annexure B. Section 143(3)(i) specifically requires this reporting.
h. With respect to the other matters to be included in the Auditor's Report in accordance with
section 197(16) of the Act, in our opinion and to the best of our information and according to
the explanations given to us, the remuneration paid by the Company to its directors during
the year is in accordance with the provisions of section 197 of the Act.
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) Rules, 2014, in our opinion and to the best of
our information and according to the explanations given to us: Rule 11 continues to require
reporting on litigations, foreseeable losses, IEPF, intermediary / ultimate beneficiary
representations, dividend compliance, and audit trail.
(i) According to the information and explanations given to us, the Company has no pending
litigations other than as disclosed in Annexure XIII in its standalone financial statements.
(ii) According to the information and explanations given to us, the Company has no derivative
contracts.
(iii) There were no amounts which were required to be transferred to the Investor Education
and Protection Fund by the Company. —Ýv
(iv)
• 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, loaned
or invested by the Company to or in any persons or entities with the understanding
that such intermediary would directly or indirectly lend or invest in other persons or
entities identified on behalf of the Company or provide any guarantee, security or the
like on behalf of such ultimate beneficiaries;
• 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 persons or entities with the understanding that the Company
would directly or indirectly lend or invest in other persons or entities identified on
behalf of the funding party or provide any guarantee, security or the like on behalf of
such ultimate beneficiaries; and
• based on the audit procedures that we considered reasonable and appropriate in the
circumstances, nothing has come to our notice that has caused us to believe that the
above representations contain any material misstatement.
(v) The Company has not declared or paid any dividend during the year.
(vi) Based on our examination, which included test checks, the Company has used accounting
software for maintaining its books of account which did not have the feature of recording
audit trail (edit log) facility for all relevant transactions recorded in the software during the
year ended 31 March 2026. Accordingly, the reporting requirement under Rule 11(g) of the
Companies (Audit and Auditors) Rules, 2014 has not been complied with. Since the audit trail
(edit log) facility was not available in the accounting software, the question of our commenting
on whether such feature operated throughout the year or whether there was any instance of
tampering does not arise.
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