We have audited the standalone financial statements of JK Agri Genetics Limited (“the Company”), which comprise the Standalone Balance Sheet as at 31st March, 2025, the Standalone Statement of Profit and Loss (including Other Comprehensive Loss), the Standalone Statement of Cash Flows and Standalone Statement of Changes in Equity for the year then ended and notes to the Standalone financial statements, including a material accounting policies and other explanatory information (herein after referred to as "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 other accounting principles generally accepted in India, of the standalone state of affairs of the Company as at 31st March, 2025, and its loss (including Other Comprehensive Loss), standalone changes in equity and its standalone 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 (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 (ICAI) 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 ICAI’s 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
Attention is invited to note no 47.2 c (ii) of the audited standalone financial statements at year ended 31st March, 2025 regarding overdue trade receivables of ' 1,823.61 lakhs and security deposit of ' 121.68 lakhs from Rajasthan State Seeds Corporation (RSSC), where legal action have been initiated by the Company in earlier year. The petition filed by the Company in earlier year for arbitration proceedings was adjudged against the Company on grounds of limitation. The Company’s application u/s 34 of the Arbitration and Conciliation Act before the Learned Commercial Court, Jaipur has been accepted and proceedings are going on. During the previous year RSSC had filed Special Leave Petition (SLP) before the Hon’ble Supreme Court against the orders of High Court of Rajasthan in miscellaneous application which was dismissed in Company's favour.
As per the legal opinion obtained by the Company, in the opinion of the management the Company has creditable case in its favour. Hence, the stated outstanding amount have considered good and recoverable and no provision there against is considered by the management.
Our opinion is not modified in respect to above matter. Other Matter
The comparative financial statements of the Company for the year ended 31st March, 2024 included in these standalone financial statements, are based on the previously issued financial statements which were audited by the predecessor auditor whose report for the year ended 31st March, 2024 dated 20th May, 2024 expressed an unmodified opinion on those financial statements.
Our opinion is not modified in respect of above matter. 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 for the financial year ended 31st March 2025. 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.
In addition to the matter described in the “Emphasis of Matter” section we have determined the matters described below to be the key audit matters to be communicated in our report:-
Description of Key Audit Matters
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How our audit addressed the key audit matters
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Revenue From Operations
As disclosed in Note 1.3 (x) to the standalone financial statements, revenue is measured based on transac¬ tion price, which is the consideration, after deduction of estimated sales returns, discounts and indirect taxes. Estimation of sales returns involves significant judgement and estimates. The estimation is depen¬ dent on various internal and external factors. These factors include, for example, the length of time when a sale is made and when the sales return takes place, some of which are beyond the control of the Company. We identified the evaluation of accrual for sales re¬ turns and discounts as a key audit matter because: The recognition and measurement of discounts in¬ volves significant judgement and estimates, particu¬ larly the expected level of claims of each of the cus¬ tomers. Assumption of level of customer wise claims for discounts relates to estimating which of the Com¬ pany’s customers will ultimately be subject to a related discount. Evaluating the assumption of expected re¬ turns based on experience and level of customer wise claims for discounts underlying the estimate of accrual involves challenging auditor judgment.
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Our audit procedures included following:
• Understanding the process followed by the Company to determine the amount of accrual of sales returns and discounts;
• Evaluating the accounting policies of the Company regarding accounting for sales returns and discounts and its compliance with the applicable financial reporting framework;
• Performing substantive testing by checking underlying inputs used for estimating sales return accruals. Performing substantive testing by selecting samples of discounts recorded during the year as well as period end discounts and matching the parameters used in the computation with the relevant source documents;
• Comparing actual returns and discounts post year-end to the estimated accruals to assess the historical accuracy of management's estimates.
• Assessing the adequacy of the related disclosures in the financial statements.
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Inventories
Various procedures are involved in validating inventory quantities across locations. The provisions are made as per policy which requires significant judgement. Given the level of judgement involved and the potential financial impact, we identified this area as a key audit matter.
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Our audit approach was a combination of test of
internal controls and substantive procedures which
included the following:
• Assessed and tested the design and operating effectiveness of key controls over inventory management and valuation.
• Identified and assessed slow moving material for valuation and the process of revalidation to identify obsolescence.
• Item wise Inventory reconciliation considering opening & closing stock, purchases, sales, revalidation losses and provisions.
• Reviewed the policy of physical verification of inventory by the management and its operational implementation.
• Independent and signed confirmations from Carrying & Forwarding agents, other third parties for confirmation of inventory in their possession.
• Assessed the appropriateness and completeness of the related disclosure.
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Information Other than the Standalone Financial Statements and Auditor’s Report Thereon
The Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Board’s Report including annexures to Board’s Report, Report on Corporate Governance and Shareholder’s Information, but does not include the standalone financials statements and our auditor's report thereon.
Our opinion on the standalone financial statement does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the 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.
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 Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive loss, changes in equity and cash flows of the Company in accordance with the Indian Accounting Standards (Ind AS) 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 of 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 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 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 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 ability of the Company 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.
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 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 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 sub-section (11) of Section 143 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. 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 paragraph 2(h)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended) ("the Rules").
c) The Balance Sheet, the Statement of Profit and Loss including other comprehensive loss, the Statement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the relevant 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 the Companies (Indian Accounting Standards) Rules, 2015, as amended.
e) On the basis of the written representations received from the directors as on 31st March, 2025 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2025 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 respect to standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial Reporting.
g) With respect to the maintenance of accounts and other matters connected therewith, reference is made to our remarks in paragraph 2(h)(vi) below on reporting under Rule 11(g) of the Rules.
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) 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 standalone financial statements - Refer Note No 34 to the standalone financial statements;
ii. The Company has made provision, as required under the applicable law or Indian accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended 31st March, 2025.
iv. (a) The management has represented
that (as stated in note 56(e)(ii) of the standalone financial statement), 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 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 (read with note no. 56(e)(i) of the standalone financial statements for the funds advanced or loaned invested in one of the subsidiary company which is registered as NBFC with RBI and whose business is to provide and service loans and provide ancillary services).
(b) The management has represented that (as stated in note no. 56(e)(ii) of the standalone financial statement), 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 such audit procedures that 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 mis¬ statement.
v. The Company has not declared or proposed any dividend during the year and until the date of this report.
vi. Based on our examination, the Company has used accounting software for maintaining its books of account, which includes a feature for recording an audit trail (edit log). However, this feature did not operate throughout the year at the database level and the application level, where not all relevant data tables were enabled to track changes.
For the periods wherever audit trail (edit log) facility was enabled and operated throughout the period for the respective accounting software, we did not come
across any instance of the audit trail feature being tampered with and the audit trail has been preserved by the Company as per the statutory requirements for record retention.
3. With respect to the other matters to be included in the Auditor's 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.
For Lodha & Co LLP
Chartered Accountants Firm’s Registration No. 301051E/E300284
(Shyamal Kumar)
Place: New Delhi Partner
Date: 16th May, 2025 Membership No. 509325
UDIN: 25509325BMINTJ5950
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