We have audited the Standalone Financial statements of Sai Capital Limited (hereinafter referred to as
“the Company”] which comprise the Standalone Balance Sheet as at 31 March 2026, and the Standalone
Statement of Profit and Loss (including other comprehensive income), Standalone Statement of Changes
in Equity and Standalone Statement of Cash Flows for the year then ended, and notes to the standalone
financial statements, including a summary of the significant accounting policies and other explanatory
information (hereinafter referred to as “the standalone financial statements”].
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, 2013
(“the Act”] in the manner so required and give a true and fair view in conformity with the accounting
principles generally accepted in India, of the state of affairs of the Company as at 31 March 2026, and its
profit/loss and other comprehensive loss, 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 Act. Our responsibilities under those SAs 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 together with the ethical requirements that are relevant to our audit of the
standalone financial statements under the provisions of the Act 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 obtained by us is sufficient and appropriate to provide a basis for our
opinion on the standalone financial statements.
Material Uncertainty Related to Going Concern
We draw attention to note no. 17 (VII) “Going Concern” under Notes to account in the standalone
financial statements, wherein it is mentioned that the company has accumulated losses of Rs. 765.02
Lakhs (previous year ended 31st March 2025 of Rs. 696.79 Lakhs) net current liabilities of Rs. 5.36 Lakhs
(previous year ended 31st March 2025 of Rs. 5.50 Lakhs). These conditions indicate the existence of
material uncertainty that may cast significant doubt about the Company's ability to continue as a going
concern. However as a result of the mitigating factors elaborated in the aforesaid note i.e. business
strategies & operating plans of the Company, management believes that it will be able to pay its
obligations as they fall due & continue as a going concern. Accordingly management has prepared these
standalone financial statements on going concern basis & consequently, no adjustments have been made
to the carrying values of the assets & liabilities in the attached standalone financial statements.
Our opinion is not modified in respect of this matter.
Key Audit Matters
Key Audit Matters are those matters that, in our professional judgement, 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.
Reporting of Key audit matters as per SA 701, Key audit matters are applicable to the company as it is a
listed company.
Other Information
The Company's Management and Board of Directors are responsible for the other information. The other
information comprises the information included in the Company's annual report, but does not include
the financial statements and our auditors' report thereon. The Company's annual report is expected to
be made available to us after the date of this auditor's report.
Our opinion on the standalone financial statements does not cover the other information and we will 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 identified above when it becomes available and, in doing so, consider whether the
other information is materially inconsistent with the standalone financial statements or our knowledge
obtained in the audit or otherwise appears to be materially misstated.
When we read the Company's annual report, if we conclude that there is a material misstatement
therein, we are required to communicate the matter to those charged with governance and take
necessary actions, as applicable under the relevant laws and regulations.
Management and Board of Directors' Responsibilities for the Standalone Financial Statements
The Company's Management and Board of Directors are 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 state of affairs, profit/loss and other comprehensive income, changes in equity
and cash flows of the Company in accordance with the accounting principles generally accepted in India,
including the Indian Accounting Standards (Ind AS) 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 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, the Management and Board of Directors are
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 is 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 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 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 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.
• Obtain an understanding of internal control 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 standalone financial statements in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the Management and Board of Directors.
• Conclude on the appropriateness of the Management and Board of Directors use of the going concern
basis of accounting in preparation of standalone financial statements 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.
• 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.
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 Section 143(11] of the Act, 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. (A) 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 Standalone Balance Sheet, the Standalone Statement of Profit and Loss (including other
comprehensive income), the Standalone Statement of Changes in Equity and the Standalone
Statement of Cash Flows 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 Ind AS specified
under Section 133 of the Act.
e) On the basis of the written representations received from the directors as on 31 March 2026
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.
f) 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”.
(B) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of
the Companies (Audit and Auditor's] Rules, 2014, in our opinion and to the best of our information and
according to the explanations given to us:
a) The Company has no pending litigations as at 31 March 2026 on its financial position in its
standalone financial statements.
b) The Company did not have any long term contracts including derivative contracts for which there
were any material foreseeable losses.
c) There has been no delay in transferring amounts, required to be transferred, to the Investor
Education and Protection Fund by the Company.
d) (i) 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.
(ii] 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
(iii] 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 (d] (i] and (d] (ii] contain any material mis-statement.
e) The Company has not declared any dividend during the current financial year.
f) The reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is applicable
from 1st April 2023. Based on our examination which includes tests checks, the company has used
Tally Prime Edit Log accounting software which has a feature of recording audit trail (edit log
facility) and the same has operated from its migration date for all relevant transactions recorded
in the software. Further during the course of audit, we did not come across any instance of audit
trail feature being tempered with.
As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 which came into effect from 1
April ,2024 and in accordance with the requirements of Rule 11(g) of the Companies (Audit and
Auditors) Rule,2014 We report that, based on our audit procedures and the information and
explanations provided to us, the Company has duly maintained and preserved the audit trail, as
per the applicable statutory requirements for record retention.
(C ) With respect to the matter to be included in the Auditor's 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 Nil. The Ministry of Corporate Affairs has not
prescribed other details under Section 197 (16) of the Act which are required to be commented upon by
us.
For Mehrotra & Co.
Chartered Accountants
FRN: 000720C
Sd/-
Place: New Delhi R. K. Agrawal
Date : 26th May, 2026 (Partner)
UDIN : 26401863VFIASW4710 Membership No.: 401863
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