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 Cash Flows for the year then ended, and notes to the 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, the aforesaid Standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with accounting principles generally accepted in India, of the state of affairs of the company as at 31st March, 2026, and its profit, total comprehensive 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 under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the 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 together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient 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 the Company has recognized a loss of Rs. 392.72 lakhs during the year by writing off the opening inventory, after management concluded that the said inventory was not physically available upon verification. The said inventory had been acquired in earlier years out of borrowings obtained from Colama Commercial Limited.
Further states that Colama Commercial Limited has initiated proceedings under Section 7 of the Insolvency and Bankruptcy Code, 2016 before the National Company Law Tribunal (NCLT), Indore Bench, against the Company in December 2025. The outcome of these proceedings and any consequential financial impact, if any, cannot presently be determined.
Further states that secured Creditor Excellence Finance Pvt. Ltd. has initiated proceedings under Section 7 of the Insolvency and Bankruptcy Code, 2016 before the National Company Law Tribunal (NCLT), Indore Bench, against the Company on 29.05.2026. The outcome of these proceedings and any consequential financial impact, if any, cannot presently be determined.
Further states that M/s Poonam Impex , Operational Creditor has initiated proceedings under Section 9 of the Insolvency and Bankruptcy Code, 2016 before the National Company Law Tribunal (NCLT), Indore Bench, against the Company on 24.04.2025. The outcome of these proceedings 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 in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
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Key Audit Matters
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Auditor’s Response
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Existence and Valuation of Inventory
As at the beginning of the financial year,
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Our audit procedures included, among others:
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the Company had opening inventory
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• Obtaining an understanding of the circumstances
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amounting to Rs. 392.72 lakhs. During
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leading to the non-availability of the inventory and the
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the first quarter, the management
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management's assessment thereof.
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determined that the physical inventory
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• Evaluating the accounting treatment adopted by the
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was not available and, consequently,
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Company for the write-off of the inventory with
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recognized the entire carrying amount of
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reference to the applicable requirements of Ind AS 2 -
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such inventory as a loss in the Statement
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Inventories and other relevant accounting standards.
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of Profit and Loss. This resulted in a
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• Examining management's supporting documentation,
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significant loss being recognized during
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and other relevant evidence supporting the write-off.
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the current financial year.
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• Assessing whether the loss has been appropriately recognized and adequately disclosed in the financial
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This matter was considered to be of
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statements.
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most significance in our audit due to the
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Examine the loan agreement with colama commercial
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materiality of the amount involved, the
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Ltd. Charge created before ROC and it was explained
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impact on the financial statements, and
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to us that the this agreement and inventory transaction
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the significant management judgment
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were executed by erstwhile directors and same is
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involved in determining that the
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disputed. Fund of that loan were used for purchases of
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inventory no longer existed and should be written off.
UNSECURED LOAN
Company has obtained unsecured
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such inventory.
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loan from colama commercial Ltd.
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The loan agreement executed between the Company
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And showing as opening balance as unsecured loans of Rs. 405 lakhs
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and the lender specifies that the borrowing is unsecured. However, a charge has been registered with the Registrar of Companies (ROC) in respect of the same borrowing. This appears to be inconsistent with the terms of the loan agreement. Management should investigate the circumstances under which the charge was created, obtain appropriate legal advice,
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and take necessary steps to rectify the ROC records, if
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the registration is found to be erroneous. The
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Company should also assess whether there were any
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deficiencies in internal controls or governance relating
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to the creation and registration of charges.
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Basis for Disclaimer of Opinion
As disclosed in Note 24 to the standalone financial statements, the Company had opening inventory amounting to Rs. 392.72 lakhs as at 1 April 2025. During the year, the management determined that the said inventory was not physically available and, accordingly, recognized the entire 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 was financed through borrowings obtained from Colama Commercial Limited. We were informed that Colama Commercial Limited has initiated proceedings under Section 7 of the Insolvency and Bankruptcy Code, 2016 before the National Company Law Tribunal, Indore Bench. The matters relating to the acquisition of the inventory, the related borrowings, and the pending legal proceedings 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 related claims, if any; and
• the consequential impact of the above matters on the accompanying standalone financial statements, including the Statement of Profit and Loss, Balance Sheet, Statement of Changes in Equity, Statement of Cash Flows, and the related disclosures.
Accordingly, we were unable to determine whether any adjustments might have been necessary in respect 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. The other information comprises the information included in the Annual Report but does not include the standalone 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 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 the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our 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.
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 the Companies Act, 2013 (“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, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate implementation and maintenance of 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 financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the Ind AS 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.
The Board of Directors are also 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 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 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 financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional 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 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.
b. Obtain an understanding of internal controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statement in place and the operating effectiveness of such controls. In our opinion looking to the non availability of opening inventory there is weak or no proper internal control in the company.
c. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
d. 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. 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 standalone financial 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. However, future events or conditions may cause the Company to cease to continue as a going concern.
e. 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.
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.
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. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Other Matter
The comparative financial information of the Company for the year ended 31st March 2026 are based on the financial statements audited by the predecessor auditor whose report for the year ended 31st 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 annual report 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 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.
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 except for the matters stated in the paragraph 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 Comprehensive Income), Statement of Changes in Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the books of account.
d. In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) 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 on 31st 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 of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.
g. 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 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 financial statements - Refer Note 27 to the financial statements;
ii. The Company did not have any long term contract including derivative contract 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. (1) The management has represented that, to the best of its knowledge and belief, 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 persons or entities, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall:
• directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Company or
• provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
(2) The management has represented, that, to the best of its knowledge and belief, no funds have been received by the Company from any persons or entities, including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall:
• directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Funding Party or
• provide any guarantee, security or the like from or on behalf of the Ultimate Beneficiaries; and
(3) Based on such audit procedures as 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 (iv) (1) and (iv) (2) contain any material mis¬ statement.
v. The company has not declared or paid dividend during the year hence provision of Section 123 of the Act not applicable.
vi. Based on our examination which included test checks, the company has used an accounting software 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 except that register for property plant 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 trail feature being tampered with.
Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable to the Company with effect from April 1, 2023 and. as per information and explanation given to us the audit trail of previous year has been preserved by the company as per the statutory requirements for record retention.
h. With respect to the matter to be included in the Auditors’ Report under Section 197(16) of the Act, In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the current year is in accordance with the provisions of Section 197 read with schedule V of the Act.
For S. N. Gadiya & Company Chartered Accountants (Firm Reg. No. 002052C)
CA Satiya Narayan Gadiya Proprietor
Date: 30.05.2026 M. No. 071229
Place: Indore
UDIN: 26071229JQAAPP7726
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