To The Members of Saraswati Commercial (India) Limited
Report on the audit of the Standalone financial statements
Opinion
Opinion
Basis for Opinion
Key Audit Matters
| Particulars of Key Audit Matters | How our audit addressed the Key Audit Matter |
| Fair Valuation of Unquoted Investments | Our audit procedures in relation to the fair valuation of unquoted equity investments of group companies included, amongst others, the following: |
| The Company has material investments in unquoted equity instruments of group companies, which are measured at fair value in accordance with the requirements of Ind AS 109 and Ind AS 113. | 1. Obtained an understanding and evaluated the design and implementation of internal controls established by the management over the valuation process of unquoted investments. |
| Since quoted market prices are not available for such investments, the fair valuation has been determined by the management based on the net worth of the investee companies as derived from their latest audited financial statements. | 2. Assessed whether the accounting policy adopted by the Company for valuation of such investments is in compliance with the requirements of Ind AS 109 (Financial Instruments) and Ind AS 113 (Fair Value Measurement). |
| The determination of fair value of unquoted investments involves significant management judgement and estimation, particularly in relation to: | 3. Obtained and examined the latest audited financial statements of the investee companies used by the management for determining the net worth-based valuation. |
| assessment of the appropriateness of the valuation methodology adopted; | 4. Verified the computation of net worth and tested the mathematical accuracy of the valuation workings prepared by the management. |
| accuracy and completeness of the financial information considered for valuation; | 5. Evaluated whether there were any adverse indicators such as erosion in net worth, recurring losses, negative cash flows, or other impairment indicators that may materially affect the carrying value of investments. |
| evaluation of the financial position and net worth of the investee companies; and | 6. Assessed the adequacy of disclosures made in the financial statements in respect of valuation techniques, assumptions used and fair value hierarchy disclosures. |
| consideration of any indicators of impairment or diminution in value. | Based on the audit procedures performed, we found the managements valuation of unquoted investments to be reasonable in the context of the financial statements taken as a whole. |
| Considering the materiality of such investments to the financial statements and the significant estimation involved in determination of their fair value, the matter was considered to be a Key Audit Matter. |
Information other than the Standalone Financial Statements and Auditors Report Thereon
Responsibility of Management and Those Charged with Governance for the Standalone Financial Statements
Those Board of Directors are also responsible for overseeing the Companys financial reporting process.
Auditors Responsibilities for the Audit of the Standalone Financial Statements
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 control relevant to the audit in order to design
audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the
Companies Act, 2013, we are also responsible for expressing our opinion on whether the
Company has adequate internal financial controls system in place and the operating
effectiveness of such controls.
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 and Board of Directors 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
Companys ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditors report to the
related disclosures in the 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 auditors 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.
Materiality is the magnitude of misstatements in the Standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.
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 auditors 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
Report on Other Legal & Regulatory Requirements
a. We have sought and obtained all the information and explanations,
which to the best of our knowledge and beliefs were necessary for the purpose of our
audit;
b. In our opinion, proper books of account as required by law have been kept by the
Company so far as appears from our examination of those books. Further, back-up of the
books of accounts and other books and papers of the Company maintained in electronic mode
has been maintained on servers physically located in India.
c. The Standalone Balance Sheet, the Statement of Profit and Loss (including Other
Comprehensive Income), the Statement of Changes in Equity and the Standalone Cash Flow
statement 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 Indian
Accounting Standards specified under section 133 of the Act, read with Companies (Indian
Accounting Standard) Rules, 2015, as amended.
e. On the basis of written representations received from the directors as on 31st March,
2026, and taken on record by the Board of Directors, none of the directors are
disqualified as on 31st March, 2026, from being appointed as a director in terms of
sub-section (2) of section 164 of the Act.
f. With respect to the adequacy of the internal financial controls of the Company and the
operating effectiveness of such controls, refer to our separate report in "Annexure
B"; and our report expresses an unmodified opinion on the adequacy & operating
effectiveness of the Companys internal financial controls.
g. With respect to the other matters to be included in the Auditors Report in accordance
with the requirements of section 197(16) of the Act, as amended: 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.
h. With respect to the other matters to be included in the Auditors 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
as at 31st March, 2026 in its financial statements - Refer Note 31 to the financial
statements.
ii. The Company has made provision, as required under the applicable law or accounting
standards, for material foreseeable losses, if any, on long-term contracts including
derivative contracts.
iii. There were no amounts which were required to be transferred to the Investor Education
and Protection Fund by the Company.
iv. The management has represented that,
a. to the best of its knowledge and belief, other than as disclosed in 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. to the best of its knowledge and belief, other than as disclosed in
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.
c. Based on the audit procedures that have been 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 (i) and (ii) of Rule 11(e), as provided under (a) and (b)
above, contain any material misstatement.
v. The Company has not declared or paid any dividend during the year ended 31st March,
2026.
Based on our examination which included test checks, the company has used an accounting software for maintaining its books of account for the financial year ended 31st March 2026, which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded at the application level in the software. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with. Additionally, the audit trail has been preserved by the company as per the statutory requirements for record retention.
| For GBCA & Associates LLP Chartered Accountants Firm Registration No.: 103142W / W100292 |
| Hitesh Pasad Partner Membership No.: 106944 UDIN: 26106944YILKB7664 |
| Place: Mumbai Date: 26th May, 2026 |
ANNEXURE A TO THE INDEPENDENT AUDITORS REPORT
(Referred to in Paragraph 15 under the heading of "Report on Other Legal & Regulatory Requirements of our report of even date)
i. In respect of the Companys Property, Plant and Equipment and Intangible Assets:
a. (A) The Company has maintained proper records showing full
particulars, including quantitative details and situation of Property, Plant and
Equipment.
(B) The Company does not have any Intangible Assets. Hence, reporting under clause
3(i)(a)(B) is not applicable.
b. According to the information and explanations given to us, Property, Plant and Equipment have been physically verified by the management at regular intervals and no material discrepancies were found on such verification. In our opinion, the periodicity of such verification is reasonable having regard the size of the Company and the nature of its assets.
c. According to the information and explanations given to us and on the basis of our examination of the records of the Company, we report that, the title deed of below immovable disclosed in the financial statements included in property, plant and equipment are not held in the name of the Company as at balance sheet date. The details of the same is as below:
| Description of item of property | Gross carrying value (Rs. In Lakhs) | Title deeds held in the name of | Whether title deed holder is a promoter, director or relative of promoter/director or employee of promoter/director | Property held since which date | Reason for not being held in the name of the company |
| Land | 0.59 | Aroni Commercials Limited (previously known as Aroni Chemicals Industries Limited) | No | 5th November, 1999 | The Title of asset transferred pursuant to the scheme of amalgamation is in process of being transferred in the name of the company. |
d. According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not revalued any of its Property, Plant and Equipment during the year.
e. According to the information and explanations given to us and on the basis of our examination of the records of the Company, no proceedings have been initiated or are pending against the Company as at 31st March, 2026 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (as amended in 2016) and rules made thereunder.
ii. In respect of Inventories:
a. Stock in trade (shares held for trading) consists of equity shares held in dematerialized form as also in Physical form as Share certificates. The Company verifies the balances in Depository Participant Account and physical certificates with Books at regular interval. In our opinion the frequency of verification is reasonable. On the basis of our examination of inventory records, in our opinion the company is maintaining proper records of inventory and no material discrepancies were noticed.
b. According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not obtained working capital limit during the year, from banks and/ or financial institutions, on the basis of security of its current assets. Therefore, reporting under clause (ii) (b) of paragraph 3 of the Order is not applicable.
iii. In respect of the Companys Loans, Investments made, Guarantees provided and Securities given:
a. The principal business of the Company is to give loans. Hence,
reporting under clause 3(iii)(a) of the Order is not applicable.
b. In our opinion and according to the information and explanations given to us and based
on the audit procedures performed by us, we are of the opinion that the investments made,
guarantees provided, security given and the terms and conditions of the grant of all loans
and advances in the nature of loans and guarantees provided during the year are, prima
facie, not prejudicial to the Companys interest.
c. According to the information and explanations given to us and on the basis of our examination of the records of the Company, in the case of any loans & advances in nature of loans given, the repayments of principal and interest have been regular.
d. According to the information and explanations given to us and based on the audit procedures performed by us, there are no overdue amount of loans and advances for more than ninety days in the nature of loans granted by the Company. Accordingly, reporting under clause 3(iii)(d) of the Order is not applicable.
e. As stated in Note 1 of the Standalone Financial Statements, the Company has been permitted by RBI to continue to carry on the business of NBFC-ICC, and its principal business is to give loans. Accordingly, reporting under clause 3(iii) (e) of the Order is not applicable to the Company.
f. According to the information and explanations given to us and on the basis of our examination of the records of the Company, The Company has granted loans or advances in the nature of loans are granted to related party during the year that are repayable on demand. The details are as below;
| Particulars | All Parties | Promoters | Related Parties* |
| Aggregate amount of loans/ advances in nature of loans- Repayable on demand (A) | 1,19,910.20 | - | 1,19,910.20 |
| Agreement does not specify any terms or period of Repayment (B) | - | - | - |
| Total (A+B) | 1,19,910.20 | - | 1,19,910.20 |
| Percentage of loans/ advances in nature of loans to the total loans | 100% | - | 100% |
*Includes Promoter group companies
iv. According to the information and explanation given to us, the Company has not granted any loans, made investments or provided guarantees in contravention of provisions of Section 185 of the Act. The Company has complied with the provisions of Section 186(1) of the Act; the other provisions of Section 186 of the Act are not applicable to the Company.
v. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits or amounts which are deemed to be deposits from the public within the meaning of the directives issued by the Reserve Bank of India, provisions of Sections 73 to 76 of the Act, any other relevant provisions of the Act and the relevant rules framed thereunder. Accordingly, reporting under clause 3(v) of the Order is not applicable.
vi. According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Companies Act, 2013 for the activities carried out by the company. Accordingly, reporting under clause 3(vi) of the Order is not applicable.
vii. In respect of statutory dues:
a. According to the information and explanations given to us and basis of our examination of the records of the Company, in our opinion, the Company has generally been regular in depositing undisputed statutory dues, including Goods and Services tax, Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax, duty of Custom, duty of Excise, Value Added Tax, Cess and other material statutory dues applicable to it with the appropriate authorities.
There were no undisputed amounts payable in respect of Goods and Service tax, Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax, duty of Custom, duty of Excise, Value Added Tax, Cess and other material statutory dues in arrears as at 31st March, 2026 for a period of more than six months from the date they became payable.
b. According to the information and explanation given to us, there are no dues outstanding of VAT, GST, income tax, custom duty, wealth tax, service tax and excise duty, which have not been deposited on account of any dispute, except the following:
| Name of the statute | Nature of the due | Amount (Rs in Lakhs) | Period to which the amount relates | Forum where the dispute is pending | Amount paid under protest/ refund adjusted (Rs. in Lakhs) |
| Madhya Pradesh Sales Tax Act | Sale Tax liabilities due to rejection of "Form C" and Pending "Form C" | 80.23 | AY 1996-97 | Sales Tax Authority | NIL |
| Income Tax Act, 1961 | Demand raised u/s 143(1) of Income Tax Act, 1961 | 107.58 | AY 2008-09 | Assessing Officer | NIL |
| Income Tax Act, 1961 | Demand raised u/s 143(3) of Income Tax Act, 1961 | 0.72 | AY 2010-11 | Assessing Officer | NIL |
| Income Tax Act, 1961 | Demand raised u/s 147 of Income Tax Act, 1961 | 7.38 | AY 2016-17 | Assessing Officer | NIL |
| Income Tax Act, 1961 | Demand raised u/s 147 of Income Tax Act, 1961 | 10.30 | AY 2017-18 | Commissioner of Income-tax (Appeals) | NIL |
| Income Tax Act, 1961 | Demand raised u/s 143(3) of Income Tax Act, 1961 | 2.33 | AY 2022-23 | Assessing Officer | NIL |
vii. According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not surrendered or disclosed any transactions, previously unrecorded as income in the books of account, in the tax assessments under the Income-tax Act, 1961 as income during the year.
ix. In respect of Loans and Borrowings:
a. According to the information and explanations given to us, the
Company has not defaulted in the repayment of loans or other borrowings or in the payment
of interest thereon to any lender during the year.
b. According to the information and explanations given to us and on the basis of our audit
procedures, we report that the Company has not been declared wilful defaulter by any bank
or financial institution or government or any government authority.
c. The company has availed line of credit and loans repayable on demand, and no term loans
- hence this clause is not applicable.
d. In our opinion and according to the information and explanations given to us, and the
procedures performed by us, and on an overall examination of the financial statements of
the Company, we report that funds raised on short-term basis have, prima facie, have not
been used during the year for long-term purposes by the Company.
e. In our opinion and according to the information and explanations given to us and on an
overall examination of the financial statements of the Company, we report that the Company
has not taken any funds from any entity or person on account of or to meet the obligations
of its subsidiaries, associates or joint ventures as defined under the Companies Act,
2013.
f. According to the information and explanations given to us and procedures performed by
us, we report that the Company has not raised loans during the year on the pledge of
securities held in its subsidiaries, joint ventures or associate companies as defined in
Companies Act 2013.
xi. In respect of Fraud
a. To the best of our knowledge and based on examination of the books
and records of the Company and according to the information and explanations given to us,
considering the principles of materiality outlined in Standards on Auditing, we report
that no fraud by the Company or on the Company has been noticed or reported during the
course of the audit.
b. No report under sub-section 12 of Section 143 of the Companies Act has been filed by us
in Form ADT 4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules 2014
with the Central Government.
c. As represented to us by the management, there are no whistle blower complaints received
by the Company during the year.
xii. According to the information and explanations given to us, the Company is not a Nidhi Company. Therefore, reporting under clause (xii) of the Order is not applicable.
xiii. In our opinion and according to the information and explanations given to us, the transactions with related parties are in compliance with Sections 177 and 188 of the Companies Act, 2013, where applicable, and the details of the related party transactions have been disclosed in the standalone financial statements as required by the applicable Indian Accounting Standards.
xiv. In respect of Internal Audit:
a. The Company has an internal audit system commensurate with the size
and nature of its business.
b. We have considered, the internal audit reports for the year under audit, issued to the
Company during the year and till date, in determining the nature, timing and extent of our
audit procedures.
xv. According to the information and explanations given to us, in our opinion during the year the Company has not entered into any non-cash transactions with its directors or persons connected with its directors and hence provisions of section 192 of the Companies Act, 2013 are not applicable to the Company. Accordingly, reporting under clause (xv) of the Order is not applicable.
xvi. In respect of compliance with RBI regulations:
a. The Company is required to obtain the registration under section
45-IA of the Reserve Bank of India Act, 1934 (RBI Act) and the necessary registration
has been duly obtained.
b. In our opinion and according to the information and explanations given to us, the
Company has conducted non-banking financial activities with a valid Certificate of
Registration (CoR) from the RBI as per the Reserve Bank of India Act, 1934. The Company
has not conducted any housing finance activities and is not required to obtain CoR for
such activities from the RBI.
c. In our opinion and according to the information and explanations given to us, The
Company is not a Core Investment Company (CIC) as defined in the regulations made by the
Reserve Bank of India. Accordingly, reporting under clause 3(xvi)(c) of the Order is not
applicable.
d. The Group (as defined under Master Direction - Reserve Bank of India (Non-Banking
Financial Company - Scale Based Regulation), as amended) does not have CICs. However,
there are 2 Unregistered CICs forming part of the Group.
xvii. The Company has not incurred any cash losses during the financial year ended on that date and the immediately preceding financial year. Accordingly, reporting under clause (xvii) of the Order is not applicable.
xix. According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.
xx. In respect of Corporate Social Responsibility (CSR) obligations:
a. In our opinion and according to the information and explanations
given to us, there are no unspent amounts towards Corporates Social Responsibility (CSR)
on other than ongoing projects requiring a transfer to a fund specified in schedule VII of
the Companies Act in Compliance with second proviso to sub-section (5) of section 135 of
the said Act. Accordingly, reporting under paragraph 3(xx)(a) of the Order is not
applicable for the year.
b. In our opinion and according to the information and explanations given to us, the
Company does not have any ongoing projects. Accordingly, clause 3(xx)(b) of the Order is
not applicable.
xxi. The reporting under clause 3(xxi) is not applicable in respect of audit of Standalone Financial Statements of the Company. Accordingly, no comment has been included in respect of said clause under this report.
| For GBCA & Associates LLP Chartered Accountants Firm Registration No.: 103142W / W100292 |
| Hitesh Pasad Partner Membership No.: 106944 UDIN: 26106944YJLBKR7664 |
| Place: Mumbai Date : 26th May,2026 |
ANNEXURE B TO THE INDEPENDENT AUDITORS REPORT
(Referred to in Paragraph 14 (g) under the heading of "Report on Other Legal & Regulatory Requirements of our report of even date)
Report on the Internal Financial Controls with reference to Financial Statements under clause (i) of sub-section 3 of section 143 of the Companies Act, 2013 ("the Act")
Opinion
Managements Responsibility for Internal Financials Controls
Auditors Responsibility
Meaning of Internal Financial Controls
| For GBCA & Associates LLP |
| Chartered Accountants Firm Registration No.: 103142W / W100292 |
| Hitesh Pasad |
| Partner Membership No.: 106944 UDIN: 26106944YJLBKR7664 |
| Place: Mumbai Date: 26th May, 2026 |
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