We have audited the accompanying standalone financial statements of IRM Energy Limited (“the Company”), which comprise the standalone balance sheet as at March 31, 2026, 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 for the year then ended, and notes to the standalone financial statements, including material accounting policy information 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 Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (‘Ind AS’) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2026, and its profit (including other comprehensive income), 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 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 together with the ethical requirements that are relevant to our audit of the 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 we have obtained is sufficient and appropriate to provide a basis for our opinion.
a) We draw attention to Note no. 60 to the accompanying financial result, in relation to investment of ' 37.35 million held by the company in the redeemable preference share capital of its joint venture i.e Venuka Polymers Private Limited (“VPPL”). Of the said amount, ' 22.35 million together with the dividend due thereon of ' 4.70 million was due for redemption during the year. However, the said amounts remain outstanding as at the reporting date. Based on the plan shared by the management, the redeemable preference share capital are under extension of tenor.
b) We draw attention to Note no. 61 to the accompanying financial result, in relation to investment of ' 44.50 million held by the company in the redeemable preference share capital of its associate Company i.e Farm Gas Private Limited (“FGPL”). Of the said amount, ' 15.90 million together with the dividend due thereon of ' 3.34 million was due for redemption during the year. However, the said amounts remain outstanding as at the reporting date. The management has represented that the amounts are expected to be received in due course, considering the financial commitment and support from the majority shareholder of FGPL. Accordingly, no adjustment has been made to the carrying amount of the aforesaid investment and dividend due thereon.
c) We draw attention to Note No. 56 to the accompanying financial results, which describes that the Company has recognized an impairment loss of ' 50.94 million on loans, interest, and other receivables from its joint venture, Ni-Hon Cylinders Pvt. Ltd., due to uncertainty regarding recoverability of the outstanding balances. The joint venture has not carried out any business operations during the last three years and its net worth is negative. The financial statements of the joint venture, however, have been prepared on a going concern basis. The impairment assessment has been carried out based on management’s evaluation of the financial position, operational performance and other relevant factors relating to the joint venture.
Our report on the Statement is not modified in respect of
above matters.
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the standalone financial statements for the financial year ended March 31, 2026. 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 each matter below, our description of how our audit addressed the matter is provided in that context.
We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the standalone financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the standalone financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying standalone financial statements.
|
Sr.
No
|
Key Audit Matter
|
How our audit addressed the key audit matter
|
|
1.
|
Revenue recognition on contracts with customer
The Company is in the business of distribution of natural gas. The Company has major types of customers such as industrial, commercial, non-commercial, domestic and CNG.
Revenue from sale of natural gas is considered as key audit matter as there is a risk of accuracy of recognition and measurement of gas sales in the Standalone Financial Statements considering following aspects: -
- Different pricing structure for different types of customers and frequency of price change
- Voluminous number of customers
- Capturing Gas Consumption data in billing
- Estimating unbilled revenue at the year-end
- Extensive use of ERP and other IT systems for managing the billing operation
|
Principal Audit Procedures
Our approach was a combination of test of internal controls,
analytical and substantive procedures which included the
following: -
- Evaluated the design of internal control
- For evaluation of operative effectiveness of internal control:
• Verified samples of gas sales invoices with relevant agreements executed with the customers, accuracy of pricing, consumption quantity, tax amount of invoices of major types of customers
• Visited site to understand actual operations
- Performed analytical procedures to verify number of bills generated during the year for each major type of customers as per their respective billing cycle
- On sample basis, verified:
• Updation of Daily Contracted Quantity of gas of Industrial customers in the billing system.
• Updation of prices of gas for all major types of customers in the billing system.
• Sales invoices- Verified subsequent realization of invoices generated for the month of March 2026
- Evaluated the appropriateness of accounting policies, related disclosure made and overall presentation in the Standalone Financial Statements in terms of Ind AS 115.
|
|
2
|
Slow Moving and Non-Moving Project Inventory
The Company is engaged in city gas distribution and holds project inventory comprising materials used for infrastructure development. As at the balance sheet date, certain inventory items have been identified as slow-moving or non-moving.
The assessment of the net realizable value of such inventory involves significant management judgment, particularly in estimating future usability, project requirements, and potential obsolescence. Inappropriate assessment may result in overstatement of inventory.
Considering the materiality of such inventory balances and the estimation uncertainty involved in determining their recoverability, this matter was considered to be a key audit matter.
|
Our audit procedures included understanding and evaluating management’s process for identification and valuation of slow-moving and non-moving inventory.
- We assessed the criteria used by management to classify such inventory and tested the ageing analysis.
- We evaluated management’s assumptions regarding future usage of inventory with reference to project plans and historical consumption patterns. We also performed sample-based verification of inventory items and assessed whether appropriate provisions, if any, were required.
- Further, we assessed the adequacy of related disclosures in the financial statements.
Based on the procedures performed, we evaluated the reasonableness of management’s assessment of such inventory.
|
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 Board’s Report and Other Relevant Information contained therein, 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 the other information is materially inconsistent with the 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 Act with respect to the preparation and presentation 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 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 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 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’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 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 financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
f) Obtain sufficient appropriate audit evidence regarding the financial information of the Company to express an opinion on the Standalone Financial Statements.
Materiality is the magnitude of misstatements in the 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 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.
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 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.
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 Balance Sheet, the Statement of Profit and Loss, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.
d) In our opinion, the aforesaid standalone financial statements comply with Indian 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 March 31, 2026 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 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” where we have expressed an unmodified opinion.
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 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:
i. The Company has disclosed the impact of pending litigation on its financial position in its financial statement.
ii. The Company has made provision as required under the applicable law or accounting standard, on material foreseeable losses, if any on long¬ term derivative contracts.
iii. There are no amounts which are required to be transferred to Investor Education and Protection Fund by the company during the year ended March 31, 2026.
iv. (a) The management has represented that,
to the best of it’s 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, 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) The management has represented that, to the best of it’s 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, 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; and
(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 given under (a) and (b) above, contain any material mis-statement.
v. The final dividend proposed in the previous year, declared and paid by the Company during the year, is in accordance with Section 123 of the Act, as applicable.
vi. Based on the representation and explanation provided by the Company and based on our examination, which included test checks, the Company has used accounting software for maintaining its books of account that has a feature of recording an audit trail (edit log) facility and the same has operated throughout the year. Further, during the course of our audit, 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 in accordance with the statutory requirements for record retention.
For Mukesh M. Shah & Co.,
Chartered Accountants Firm Registration No.: 106625W
Harsh P. Kejriwal
Partner
Place: Ahmedabad Membership No.: 128670
Date : May 8, 2026 UDIN: 26128670WGCJHT4326
|